ALGER AMERICAN FUND
485BPOS, 1996-04-17
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              As filed with the Securities and Exchange Commission
                                 on April 17 1996
    


                        Securities Act File No. 33-21722
                    Investment Company Act File No. 811-5550



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington D. C. 20549


                                                                          _____
        Registration Statement Under The Securities Act of 1933           _____
                                                                          _____
                    Pre-Effective Amendment No.                           _____

   
                    Post-Effective Amendment No. l3                       __X__

                                     and/or
                                                                          _____
Registration Statement Under The Investment Company Act of 1940           _____
                                                                          _____
                            Amendment No. 15                              __X__
    

                        (Check appropriate box or boxes)



                             THE ALGER AMERICAN FUND
- --------------------------------------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)

     75 Maiden Lane
     New York, New York                                     10038
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices)                  (Zip Code)

Registrant's Telephone Number, including Area Code:       212-806-8800



                               Mr. Gregory S. Duch
                           Fred Alger Management, Inc.
                                 75 Maiden Lane
                               New York, NY 10038
- --------------------------------------------------------------------------------
                     (Name and Address of Agent for Service)



                              Page 1 of _____ Pages
                           Exhibit Index at Page _____



<PAGE>


It is proposed that this filing will become effective (check appropriate box):


_____
_____     immediately upon filing pursuant to paragraph (b), or


   
_____
__X__     on May 1, 1996 pursuant to paragraph (b), or


_____
_____     60 days after filing pursuant to paragraph (a), or
    


_____
_____     on [date] pursuant to paragraph (a) of Rule 485


                                   ----------


                        DECLARATION PURSUANT TO RULE 24f-2



   
     Registrant  has  registered  an  indefinite  number or amount of securities
under the Securities Act of 1933, as amended,  pursuant to Securities  (a)(l) of
Rule 24f-2 under the Investment Company Act of 1940, as amended.  The Rule 24f-2
Notice for  Registrant's  fiscal year  ended  December 31,  1995  was  filed  on
March 11, 1996.
    


<PAGE>


                            THE ALGER AMERICAN FUND

                                   FORM N-1A

                             CROSS REFERENCE SHEET

PART A
ITEM NO.                                          PROSPECTUS HEADING
- --------                                          ------------------

1.   Cover Page .............................     Front Cover Page

2.   Synopsis ...............................     Portfolio Expenses

3.   Condensed Financial Information ........     Financial Highlights

4.   General Description of Registrant ......     Front Cover Page; The Alger
                                                  American Fund; Investment
                                                  Objectives and Policies;
                                                  Investment Practices;
                                                  Management of the Fund        

5.   Management of the Fund .................     Management of the Fund

6.   Capital Stock and Other Securities .....     Front Cover Page; Management
                                                  of the Fund; Dividends and
                                                  Distributions; Taxes; Investor
                                                  and Shareholder Information   

7.   Purchase of Securities Being Offered ...     Management of the Fund; Net
                                                  Asset Value; Purchases and
                                                  Redemptions;                  

8.   Redemption or Repurchase ...............     Purchases and Redemptions

9.   Pending Legal Proceedings ..............     Not Applicable

<PAGE>

PART B
ITEM NO.                                          PROSPECTUS HEADING
- --------                                          ------------------

10.  Cover Page .............................     Front Cover Page

11.  Table of Contents ......................     Contents

12.  General Information and History ........     Not Applicable

13.  Investment Objectives and Policies .....     Investment Objectives and
                                                  Policies; Appendix

14.  Management of the Fund .................     Management

15.  Control Persons and Principal Holders
          of Securities .....................     Certain Shareholders

16.  Investment Advisory and Other Services .     Management; Custodian and
                                                  Transfer Agent; Purchases; See
                                                  in the Prospectus "Management
                                                  of the Fund"

17.  Brokerage Allocation and Other
          Practices .........................     Investment Objectives and
                                                  Policies


18.  Capital Stock and Other Securities .....     Organization; See in the
                                                  Prospectus "Dividends and
                                                  Distributions" and "Management
                                                  of the Fund"


19.  Purchase, Redemption and Pricing of
          Securities Being Offered ..........     Net Asset Value; Purchases;
                                                  Redemptions

20.  Tax Status .............................     Taxes; See in the Prospectus
                                                  "Taxes"

21.  Underwriters ...........................     Purchases

22.  Calculation of Performance Data ........     Determination of Performance;
                                                  See in the Prospectus
                                                  "Performance"

23.  Financial Statements ...................     Financial Statements


PART C
- ------

     Information  required  to be  included  in Part C is set  forth  under  the
appropriate item, so numbered, in Part C to this Registration Statement.



<PAGE>

PROSPECTUS
- ----------
                          THE |
                        ALGER |  75 Maiden Lane
                     AMERICAN |  New York, New York 10038
                         FUND |  (800) 992-FUND (992-3863)



  The Alger American Fund is a registered investment company -- a mutual fund --
that presently offers  interests in six Portfolios.  Each Portfolio has distinct
investment  objectives and policies and a  shareholder's  interest is limited to
the Portfolio in which he or she owns shares. The six Portfolios are:

                     o Alger American Balanced Portfolio
                     o Alger American Income and Growth Portfolio
                     o Alger  American  Small  Capitalization  Portfolio
                     o Alger  American  Growth Portfolio
                     o Alger American  MidCap Growth  Portfolio
                     o Alger American  Leveraged AllCap Portfolio

   
   Shares  of the  Portfolios  are  offered  as a  pooled  funding  vehicle  for
insurance  companies  writing  all  types of  variable  annuity  contracts  ("VA
contracts") and variable life insurance  policies ("VLI  policies") and are also
offered directly to qualified  pension and retirement  plans (the "Plans").  See
"The Alger American Fund."
    

  SHARES  OF THE FUND ARE NOT  DEPOSITS  OR  OBLIGATIONS  OF, OR  GUARANTEED  OR
ENDORSED BY ANY BANK,  AND THE SHARES ARE NOT  FEDERALLY  INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY.


  This  Prospectus,  which  should be retained  for future  reference,  contains
important  information  that you should  know before  investing.  Please read it
along with the  prospectuses  issued by the insurance  companies with respect to
the VA contracts  and VLI policies or with the Plan  documents.  A "Statement of
Additional  Information" dated May 1, 1996 containing further  information about
The  Alger  American  Fund  has been  filed  with the  Securities  and  Exchange
Commission  and  is  incorporated  by  reference  into  this  Prospectus.  It is
available at no charge by contacting  The Alger  American Fund at the address or
phone number above.



         FRED ALGER |                           FRED ALGER |
        MANAGEMENT, | Investment Manager        & COMPANY, | Distributor
               INC. |                         INCORPORATED |



- --------------------------------------------------------------------------------
          THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
           SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
            COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
               OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
               ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRE-
                SENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
- -------------------------------------------------------------------------------
                                   MAY 1, 1996
<PAGE>



- --------------------------------------------------------------------------------
                                    CONTENTS

<TABLE>
<CAPTION>
                                               Page                                                Page
                                               ----                                               ----

<S>                                             <C>       <C>                                        <C>

   
Portfolio Expenses............................  iii         Alger American MidCap Growth
Financial Highlights..........................   iv           Portfolio..........................    2
The Alger American Fund.......................    1         Alger American Leveraged AllCap
Participating Insurance Companies and Plans...    1          Portfolio...........................    2
Investment Objectives and Policies............    1       Investment Practices...................    3
  Alger American Balanced Portfolio...........    1       Management of the Fund.................    5
  Alger American Income and Growth                        Net Asset Value........................    7
    Portfolio.................................    2       Purchases and Redemptions..............    7
  Alger American Small Capitalization                     Dividends and Distributions............    7
    Portfolio.................................    2       Taxes..................................    7
  Alger American Growth Portfolio.............    2       Performance............................    8
                                                          Investor and Shareholder Information...    8

    

</TABLE>


- --------------------------------------------------------------------------------

                                       ii
<PAGE>


- --------------------------------------------------------------------------------

                               PORTFOLIO EXPENSES

   
     The Table  below is  designed  to assist you in  understanding  the various
costs and  expenses  that you will  bear as a  shareholder.  THE TABLE  DOES NOT
REFLECT  CHARGES  AND  DEDUCTIONS  WHICH ARE,  OR MAY BE,  IMPOSED  UNDER THE VA
CONTRACTS,  VLI POLICIES OR PLANS;  SUCH CHARGES AND DEDUCTIONS ARE DESCRIBED IN
THE PROSPECTUS FOR THE VA CONTRACT OR VLI POLICY ACCOMPANYING THIS PROSPECTUS OR
IN THE PLAN DOCUMENTS.
    

     The Example  below  shows the amount of expenses  you would pay on a $1,000
investment in the  Portfolios.  These  amounts  assume the  reinvestment  of all
dividends and distributions and payment by the Portfolios of operating  expenses
as shown in the Table under Annual Fund  Operating  Expenses.  The Example is an
illustration only and actual expenses may be greater or less than those shown.

<TABLE>
<CAPTION>

                                                                   Alger         Alger                     Alger        Alger
                                                     Alger       American       American      Alger      American     American
                                                   American     Income and       Small       American     MidCap      Leveraged
                                                   Balanced       Growth    Capitalization    Growth      Growth        AllCap
                                                   Portfolio    Portfolio      Portfolio     Portfolio   Portfolio    Portfolio
                                                   ---------    ---------   --------------   ---------   ---------    ---------
                                 
<S>                                                  <C>           <C>           <C>           <C>        <C>           <C>  
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on
  Purchases ......................................    None          None          None         None        None         None
Maximum Sales Load Imposed
  on Reinvested Dividends ........................    None          None          None         None        None         None
Deferred Sales Load ..............................    None          None          None         None        None         None
Redemption Fees ..................................    None          None          None         None        None         None

ANNUAL FUND OPERATING EXPENSES
  (as a percentage of average net assets)
                                                                             
   
Management Fees...................................    .75%         .625%         .85%          .75%       .80%           .85%
12b-1 Fees .......................................     --            --           --            --         --             --
Other Expenses (after expense reimbursements)* ...    .25%         .125%         .07%          .10%       .10%           .71%**
                                                     ----          ----          ---           ---        ---           ---- 
Total Fund Operating Expenses
  (after expense reimbursements)*.................   1.00%         .750%         .92%          .85%       .90%          1.56%
                                                     ====          ====          ===           ===        ===           ==== 

 * Absent reimbursements, the amounts of Other Expenses and Total Fund  Expenses
   would  have  been  3.07%  and  3.92%,  respectively,  for  the Alger American 
   Leveraged AllCap Portfolio.
** Included in Other Expenses of the Alger American Leveraged AllCap Portfolio
   is 0.06% of interest expense.
    

EXAMPLE
You would pay the  following  expenses on a
  $1,000  investment,  assuming (1) 5%
  annual return and (2) redemption at the
  end of each time period:

   
One Year .........................................  $  10           $ 8         $  9          $  9       $  9           $ 16
Three Years ......................................     32            24           29            27         29             49
Five Years .......................................     55            42           51            47         50             85
Ten Years ........................................    122            93          113           105        111            186
    

</TABLE>

- --------------------------------------------------------------------------------
                                      iii
<PAGE>
- --------------------------------------------------------------------------------

                              FINANCIAL HIGHLIGHTS


  The Financial  Highlights  for the years ended  December 31, 1990 through 1995
have  been  audited  by Arthur  Andersen  LLP,  the  Fund's  independent  public
accountants,  as indicated in their report dated  February 5, 1996 on the Fund's
financial  statements  as of December  31, 1995 which are included in the Fund's
Statement of Additional Information.  The Financial Highlights should be read in
conjunction  with  the  Fund's  financial  statements  and  notes  thereto.  The
Financial  Highlights,  with the exception of the total return information,  for
the  periods  ended  December  31,  1989 and 1988  have  been  audited  by other
independent accountants,  who have expressed an unqualified opinion thereon. The
Statement  of  Additional  Information  may be  obtained  from the Fund  without
charge.


THE ALGER AMERICAN FUND
GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD

<TABLE>
<CAPTION>


                                                                            Year Ended December 31,
                                            ---------------------------------------------------------------------------------
                                              1995        1994         1993       1992       1991         1990       1989(ii)
                                            --------   --------       -------    -------    -------      -------     -------
<S>                                         <C>        <C>            <C>        <C>        <C>          <C>         <C>    
   
Net asset value, beginning of year ......   $  23.13   $  24.67       $ 20.17    $ 18.00    $ 12.86      $ 12.41     $ 10.00
                                            --------   --------       -------    -------    -------      -------     -------
Net investment income ...................       0.02       0.07          0.03       0.03       0.08(i)      0.07        0.09
Net realized and unrealized gain              
  on investments ........................       8.33       0.15          4.50       2.19       5.11         0.44        2.32
                                            --------   --------       -------    -------    -------      -------     -------
  Total from investment                       
    operations ..........................       8.35       0.22          4.53       2.22       5.19         0.51        2.41
                                            --------   --------       -------    -------    -------      -------     -------
Dividends from net investment                 
  income ................................      (0.07)     (0.03)        (0.03)     (0.03)     (0.05)       (0.06)         --
Distributions from net realized               
  gains .................................      (0.25)     (1.73)           --      (0.02)        --           --          --
                                            --------   --------       -------    -------    -------      -------     -------
  Total Distributions ...................      (0.32)     (1.76)        (0.03)     (0.05)     (0.05)       (0.06)         --
                                            --------   --------       -------    -------    -------      -------     -------
Net asset value, end of year ............   $  31.16   $  23.13       $ 24.67    $ 20.17    $ 18.00      $ 12.86     $ 12.41
                                            ========   ========       =======    =======    =======      =======     =======
Total Return ............................      36.37%      1.45%        22.47%     12.38%     40.39%        4.14%      24.10%(iii)
                                            ========   ========       =======    =======    =======      =======     =======
Ratios and Supplemental Data:                 
  Net assets, end of year                     
    (000's omitted) .....................   $502,974   $150,390       $74,878    $30,316    $10,094      $ 1,228     $   171
                                            ========   ========       =======    =======    =======      =======     =======
  Ratio of expenses to average                
    net assets ..........................       0.85%      0.86%         0.97%      0.99%      1.29%        1.50%       1.50%
                                            ========   ========       =======    =======    =======      =======     =======
  Decrease reflected in above                 
    expense ratios due to                     
    expense reimbursements ..............         --         --            --         --         --         2.31%       7.32%
                                            ========   ========       =======    =======    =======      =======     =======
  Ratio of net investment income              
    to average net assets ...............       0.18%      0.48%         0.25%      0.33%      0.52%        1.69%       1.30%
                                            ========   ========       =======    =======    =======      =======     =======
  Portfolio Turnover Rate ...............     118.33%    111.76%       112.64%     63.91%     58.95%       86.77%      79.59%
                                            ========   ========       =======    =======    =======      =======     =======
    
</TABLE>                                  





 (i)  Amount was computed based on average shares outstanding during the period.

(ii)  For the period January 9, 1989 (commencement of operations) to December 31
      1989. Ratios have been annualized; total return has not been annualized.

(iii) Unaudited.

- --------------------------------------------------------------------------------
                                       iv
<PAGE>
- --------------------------------------------------------------------------------

THE ALGER AMERICAN FUND
SMALL CAPITALIZATION PORTFOLIO
FINANCIAL HIGHLIGHTS
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD

<TABLE>
<CAPTION>

                                                                      Year Ended December 31,
                                     --------------------------------------------------------------------------------------------
                                       1995        1994         1993        1992        1991        1990       1989     1988(iii)
                                     --------   --------      -------     -------     -------    -------      ------    ------
<S>                                  <C>        <C>           <C>         <C>         <C>        <C>          <C>       <C>   
   
Net asset value,
  beginning of year............      $  27.31   $  30.88      $ 27.26     $ 26.79     $ 17.02    $ 15.79      $ 9.60    $10.00
                                     --------   --------      -------     -------     -------    -------      ------    ------
Net investment
  income (loss)................         (0.09)     (0.03)(i)    (0.05)      (0.06)      (0.03)      0.02        0.04      0.06
Net realized and
   unrealized gain
  (loss) on investments........         12.19      (1.45)        3.67        0.91        9.82       1.35        6.15     (0.40)
                                     --------   --------      -------     -------     -------    -------      ------    ------
  Total from investment
    operations.................         12.10      (1.48)        3.62        0.85        9.79       1.37        6.19     (0.34)
                                     --------   --------      -------     -------     -------    -------      ------    ------
Dividends from net
  investment income............            --         --           --          --       (0.02)     (0.01)         --     (0.06)
Distributions from net
   realized gains..............            --      (2.09)          --       (0.38)         --      (0.13)         --        --
                                     --------   --------      -------     -------     -------    -------      ------    ------
  Total Distributions..........            --      (2.09)          --       (0.38)      (0.02)     (0.14)         --     (0.06)
                                     --------   --------      -------     -------     -------    -------      ------    ------
Net asset value, end
  of year......................      $  39.41   $  27.31      $ 30.88     $ 27.26     $ 26.79    $ 17.02     $ 15.79    $ 9.60
                                     ========   ========      =======     =======     =======    =======     =======    ======
Total Return...................         44.31%     (4.38%)      13.28%       3.55%      57.54%      8.71%      64.48%(ii)(3.35%)(ii)
                                     ========   ========      =======     =======     =======    =======     =======    ======

Ratios and
  Supplemental Data:
   Net assets, end of year
    (000's omitted)............      $984,212   $397,037     $238,850    $135,718     $56,798    $ 7,149      $  569     $  39
                                     ========   ========      =======     =======     =======    =======     =======    ======
  Ratio of expenses to
     average net assets........          0.92%      0.96%        1.03%       0.98%       1.06%      1.50%       1.50%     1.50%
                                     ========   ========      =======     =======     =======    =======     =======    ======
  Decrease reflected in
    above expense ratios
    due to expense
    reimbursements.............            --         --           --          --          --       0.33%       9.15%    12.31%
                                     ========   ========      =======     =======     =======    =======     =======    ======
  Ratio of net investment
    income (loss) to
    average net assets.........         (0.48%)    (0.10%)      (0.35%)     (0.37%)     (0.12%)     0.50%       1.11%     2.27%
                                     ========   ========      =======     =======     =======    =======     =======    ======
  Portfolio Turnover
    Rate.......................         80.66%    117.61%      148.07%     108.06%     125.90%    132.46%     133.61%    20.86%
                                     ========   ========      =======     =======     =======    =======     =======    ======
    
</TABLE>




 (i)  Amount was computed based on average shares outstanding during the period.
(ii)  Unaudited.
(iii) For  the  period  September  21,  1988  (commencement  of  operations)  to
      December 31, 1988. Ratios have been annualized;  total return has not been
      annualized.

- --------------------------------------------------------------------------------

                                       v
<PAGE>

- --------------------------------------------------------------------------------

THE ALGER AMERICAN FUND
INCOME AND GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD

<TABLE>
<CAPTION>

                                                                      Year Ended December 31,
                                    -------------------------------------------------------------------------------------------
                                      1995         1994         1993        1992        1991        1990       1989     1988(ii)
                                    -------      -------      -------     -------     -------     ------      ------    --------
<S>                                              <C>          <C>         <C>         <C>         <C>         <C>       <C>   
   
Net asset value,
   beginning of year...........     $ 13.30      $ 15.31      $ 13.93     $ 13.08     $ 10.67     $10.74      $10.00    $10.00
                                    -------      -------      -------     -------     -------     ------      ------    ------
Net investment income..........        0.11(iii)    0.17         0.07        0.08        0.09       0.11        0.18      0.10
Net realized and
   unrealized gain (loss)
   on investments..............        4.54        (1.47)        1.37        1.02        2.41      (0.08)       0.56        --
                                    -------      -------      -------     -------     -------     ------      ------    ------
  Total from investment
   operations..................        4.65        (1.30)        1.44        1.10        2.50       0.03        0.74      0.10
                                    -------      -------      -------     -------     -------     ------      ------    ------
Dividends from net
   investment income...........       (0.16)       (0.15)       (0.06)      (0.12)      (0.09)     (0.10)         --     (0.10)
                                    -------      -------      -------     -------     -------     ------      ------    ------
Distributions from net
   realized gains..............          --        (0.56)          --       (0.13)         --         --          --        --
                                    -------      -------      -------     -------     -------     ------      ------    ------
  Total Distributions..........       (0.16)       (0.71)       (0.06)      (0.25)      (0.09)     (0.10)         --     (0.10)
                                    -------      -------      -------     -------     -------     ------      ------    ------
Net asset value, end of year...     $ 17.79      $ 13.30      $ 15.31     $ 13.93     $ 13.08     $10.67      $10.74    $10.00
                                    -------      -------      -------     -------     -------     ------      ------    ------
Total Return...................       35.13%       (8.28%)      10.34%       8.64%      23.51%      0.28%       7.40%(i)  0.95%(i)
                                    -------      -------      -------     -------     -------     ------      ------    ------
Ratios and
   Supplemental Data:
  Net assets, end of year
     (000's omitted)...........     $ 8,639      $29,135      $31,895     $ 8,671     $ 2,663      $ 436       $  98     $  28
                                    =======      =======      =======     =======     =======      =====       =====     =====
  Ratio of expenses to
     average net assets........         .75%        0.75%        0.97%       1.25%       1.25%      1.25%       1.25%     1.25%
                                    =======      =======      =======     =======     =======      =====       =====     =====
  Decrease reflected in
     above expense ratios
     due to expense
     reimbursements............          --           --           --        0.01%       0.66%      5.41%      23.72%    20.26%
                                    =======      =======      =======     =======     =======      =====       =====     =====
  Ratio of net investment
     income to average
     net assets................        0.61%        1.22%        1.51%       1.62%       2.54%      3.61%       7.36%     7.30%
                                    =======      =======      =======     =======     =======      =====       =====     =====
  Portfolio Turnover Rate......      164.05%      177.97%      105.80%     100.62%      61.11%     56.90%         --        --
                                    =======      =======      =======     =======     =======      =====       =====     =====
    
</TABLE>




  (i) Unaudited.
 (ii) For the period November 15, 1988  (commencement of operations) to December
      31,  1988.  Ratios  have  been  annualized;  total  return  has  not  been
      annualized.
   
(iii) Amount was computed based on average shares outstanding during the period.
    



- --------------------------------------------------------------------------------
                                       vi
<PAGE>

- --------------------------------------------------------------------------------

THE ALGER AMERICAN FUND
BALANCED PORTFOLIO (i)
FINANCIAL HIGHLIGHTS
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD


<TABLE>
<CAPTION>

                                                                           Year Ended December 31,
                                                ------------------------------------------------------------------------------
                                                  1995         1994      1993        1992        1991        1990     1989(ii)
                                                -------     -------     -------    -------     -------     -------   -------
<S>                                             <C>         <C>         <C>        <C>         <C>         <C>       <C>    
   
Net asset value, beginning of year...........   $ 10.80     $ 11.58     $ 10.77    $ 10.02     $ 10.01     $ 10.04   $ 10.00
                                                -------     -------     -------    -------     -------     -------   -------
Net investment income........................      0.33(iv)    0.20        0.15       0.22        0.45        0.66      0.22
Net realized and unrealized gain (loss)
   on investments............................      2.73       (0.70)       0.69       0.72        0.01       (0.03)     0.04
                                                -------     -------     -------    -------     -------     -------   -------
  Total from investment operations...........      3.06       (0.50)       0.84       0.94        0.46        0.63      0.26
                                                -------     -------     -------    -------     -------     -------   -------
Dividends from net investment
   income....................................     (0.22)      (0.13)      (0.03)     (0.19)      (0.45)      (0.66)    (0.22)
                                                -------     -------     -------    -------     -------     -------   -------
Distributions from net realized gains........        --       (0.15)         --         --          --          --        --
                                                -------     -------     -------    -------     -------     -------   -------
  Total Distributions........................     (0.22)      (0.28)      (0.03)     (0.19)      (0.45)      (0.66)    (0.22)
                                                -------     -------     -------    -------     -------     -------   -------
Net asset value, end of year.................   $ 13.64     $ 10.80     $ 11.58    $ 10.77      $10.02      $10.01   $ 10.04
                                                =======     =======     =======    =======      ======      ======   =======
Total Return.................................     28.62%      (4.27%)      7.79%      9.48%       4.70%       6.53%     2.65%(iii)
                                                =======     =======     =======    =======      ======      ======   =======
Ratios and Supplemental Data:
   Net assets, end of year
     (000's omitted).........................   $ 3,671     $10,394     $ 7,848    $ 4,009      $1,487       $ 365     $ 131
                                                =======     =======     =======    =======      ======      ======   =======
  Ratio of expenses to average net
     assets..................................      1.00%       1.08%       1.25%      1.25%       1.25%       1.25%     1.25%
                                                =======     =======     =======    =======      ======      ======   =======
  Decrease reflected in above expense
     ratios due to expense
     reimbursements..........................        --          --        0.19%      0.42%       1.37%       4.81%     5.89%
                                                =======     =======     =======    =======      ======      ======   =======
  Ratio of net investment income to
     average net assets......................      2.49%       2.30%       2.05%      1.99%       4.22%       6.60%     6.92%
                                                =======     =======     =======    =======      ======      ======   =======
  Portfolio Turnover Rate....................    113.02%      78.80%      85.46%     15.27%         --      132.55%       --
                                                =======     =======     =======    =======      ======      ======   =======
    
</TABLE>



  (i) Prior to October 1, 1992,  the Alger American  Balanced  Portfolio was the
      Alger American Fixed Income Portfolio.
 (ii) For the period September 5, 1989  (commencement of operations) to December
      31,  1989.  Ratios  have  been  annualized;  total  return  has  not  been
      annualized.
(iii) Unaudited.
   
 (iv) Amount was computed based on average shares outstanding during the period.
    


- --------------------------------------------------------------------------------
                                      vii
<PAGE>
- --------------------------------------------------------------------------------


THE ALGER AMERICAN FUND
MIDCAP GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD




<TABLE>
<CAPTION>

                                                                                           From May 3, 1993
                                                                                           (commencement of
                                                           Year Ended December 31,            operations)
                                                             1995           1994        to December 31, 1993(i)
<S>                                                       <C>              <C>               <C>    
   
Net asset value, beginning of year.................       $  13.46         $ 13.72           $ 10.00
                                                          --------         -------           -------
Net investment income (loss).......................          (0.03)           0.00(ii)         (0.02)
Net realized and unrealized gain (loss)
  on investments...................................           6.01           (0.21)             3.88
                                                          --------         -------           -------
  Total from investment operations.................           5.98           (0.21)             3.86
Distributions from net realized gains..............             --           (0.05)            (0.14)
                                                          --------         -------           -------
Net asset value, end of year.......................       $  19.44         $ 13.46           $ 13.72
                                                          ========         =======           =======
Total Return.......................................          44.45%          (1.54%)           38.67%
                                                          ========         =======           =======
Ratios and Supplemental Data:
  Net assets, end of year (000's omitted)..........       $185,349         $62,178           $21,301
                                                          ========         =======           =======
  Ratio of expenses to average net assets..........           0.90%           0.97%             1.50%
                                                          ========         =======           =======
  Decrease reflected in above expense
    ratios due to expense reimbursements...........             --              --              0.03%
                                                          ========         =======           =======
  Ratio of net investment income (loss)
    to average net assets..........................          (0.25%)          0.03%            (0.58%)
                                                          ========         =======           =======
  Portfolio Turnover Rate..........................         104.74%          83.96%            67.22%
                                                          ========         =======           =======
    
</TABLE>




 (i) Ratios have been annualized; total return has not been annualized.
(ii) Amount was computed based on average shares outstanding during the period.

- --------------------------------------------------------------------------------
                                      viii

<PAGE>

- --------------------------------------------------------------------------------

THE ALGER AMERICAN FUND
ALGER AMERICAN LEVERAGED ALLCAP PORTFOLIO
FINANCIAL HIGHLIGHTS
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD


<TABLE>
<CAPTION>
                                                                          From January 25, 1995
                                                                            (commencement of
                                                                               operations)
                                                                          to December 31, 1995(i)
                                                                          -----------------------
<S>                                                                             <C>    
   
Net asset value, beginning of period..................................          $ 10.00
                                                                                -------
Net investment (loss).................................................            (0.03)
Net realized and unrealized gain  (loss) on investments...............             7.46
                                                                                -------
    Total from investment operations..................................             7.43
                                                                                -------
Net asset value, end of period........................................          $ 17.43
                                                                                =======
Total Return..........................................................            74.30%
                                                                                =======
Ratios and Supplemental Data:
  Net assets, end of period (000's omitted)...........................          $ 5,497
                                                                                =======
  Ratio of expenses excluding interest to average net assets..........             1.50%
                                                                                =======
  Ratio of expenses including interest to average net assets..........             1.56%
                                                                                =======
  Decrease reflected in above expense ratios
    due to expense reimbursements.....................................             2.36%
                                                                                =======
  Ratio of net investment (loss) to average net assets................            (0.71%)
                                                                                =======
  Portfolio Turnover Rate.............................................           178.23%
                                                                                =======
Debt outstanding at end of period.....................................          $     0
                                                                                =======
Average amount of debt outstanding during the period..................          $ 8,122
                                                                                =======
Average daily number of shares outstanding during the period..........           75,460
                                                                                =======
Average amount of debt per share during the period....................          $  0.11
                                                                                =======
</TABLE>

 (i)  Ratios  have  been  annualized;  total  return  has  not  been annualized.
    

- --------------------------------------------------------------------------------
                                       ix
<PAGE>


                             THE ALGER AMERICAN FUND

   
   The Alger  American  Fund  (the  "Fund")  is  designed  to  permit  insurance
companies that issue variable  annuity  contracts ("VA  contracts") and variable
life insurance  policies  ("VLI  policies") to offer contract and policy holders
the  opportunity  to  participate  in the  performance  of one  or  more  of the
Portfolios  of the Fund.  The Fund may also be a funding  vehicle for  qualified
pension  and  retirement  plans (the  "Plans")  which  elect to make the Fund an
investment option for Plan participants.
    

   The Fund is a diversified, open-end management investment company that offers
a selection of six Portfolios,  each having distinct  investment  objectives and
policies.  The Fund's Board of Trustees may establish  additional  Portfolios at
any time.


                             PARTICIPATING INSURANCE
                              COMPANIES AND PLANS

   
   The  Fund is  intended  to be a  funding  vehicle  for VA  contracts  and VLI
policies  to be offered by the  separate  accounts  of  certain  life  insurance
companies  ("Participating  Insurance Companies") and Plans.  Individuals cannot
invest in a Portfolio  directly  but may do so only through a VA contract or VLI
policy or a Plan. The Fund currently does not foresee any  disadvantages  to the
holders  of VA  contracts  and VLI  policies  arising  from  the  fact  that the
interests of the holders of VA contracts  and VLI policies may differ,  that the
Participating  Insurance Companies may not be affiliated with each other or that
the Fund may offer its shares to Plans. Nevertheless, the Fund's Trustees intend
to monitor  events in order to identify  any material  irreconcilable  conflicts
which  may  possibly  arise  due  to  differences  of  tax  treatment  or  other
considerations,  and to  determine  what  action,  if any,  should  be  taken in
response  to such  conflicts.  If such a  conflict  were to  occur,  one or more
Participating  Insurance  Company separate  accounts or Plans might withdraw its
investment  in a  Portfolio,  which may cause the  Portfolio  to sell  portfolio
securities  at  disadvantageous  prices.  The VA contracts  and VLI policies are
described in the separate  prospectuses  issued by the  Participating  Insurance
Companies,  and the Plans are described in the Plan  documents made available by
the Plan sponsors.  The Fund assumes no responsibility  for such prospectuses or
plan documents.
    


                              INVESTMENT OBJECTIVES
                                  AND POLICIES

   The investment  objectives and restrictions  summarized below are fundamental
which  means  that they may not be changed  without  shareholder  approval.  All
investment policies and practices  described  elsewhere in this Prospectus,  and
not explicitly  identified as fundamental,  are not  fundamental,  so the Fund's
Board of Trustees  may change them  without  shareholder  approval.  There is no
guarantee that any Portfolio's objectives will be achieved.

   
   As a matter of fundamental policy, no Portfolio will: (1) with respect to 75%
of its total assets,  invest more than 5% of its total assets in any one issuer,
except for obligations issued or guaranteed by the U.S. Government, its agencies
or instrumentalities  ("U.S. Government  securities");  (2) own more than 10% of
the outstanding voting securities of any company;  (3) invest more than 10% (15%
for  the  Alger  American  Leveraged  AllCap  Portfolio)  of its net  assets  in
securities  that are not readily  marketable and in repurchase  agreements  with
maturities of more than seven days; (4) invest more than 25% of its total assets
in any one industry, except for U.S. Government securities;  (5) borrow money or
pledge its assets,  except for  temporary  or emergency  purposes,  in an amount
exceeding  10% of its total  assets;  except that the Alger  American  Leveraged
AllCap  Portfolio may borrow for  investment  purposes as described  below under
"Alger  American  Leveraged  AllCap  Portfolio".  The  Statement  of  Additional
Information contains additional  investment  restrictions as well as information
on the Portfolios' investment practices.
    

   
ALGER AMERICAN BALANCED PORTFOLIO
    

   
   The  investment  objective of the  Portfolio is current  income and long-term
capital  appreciation.  The  Portfolio  intends  to  invest  based  on  combined
considerations of risk, income,  capital  appreciation and protection of capital
value.  Normally,  it will invest in common  stocks and  investment  grade fixed
income securities  (preferred stock and debt securities),  as well as securities
convertible into common stocks.  Except during temporary defensive periods,  the
Portfolio  will  maintain at least 25% of its net assets in fixed income  senior
securities.  With respect to debt securities,  the Portfolio will invest only in
instruments  which are rated in one of the four highest rating categories by any
established  rating agency, of if not rated,  which are determined by Fred Alger
Management,  Inc. ("Alger  Management"), the Fund's investment manager, to be of
comparable quality to instruments so rated.

    


                                       1
<PAGE>

   The  Portfolio  may  invest  up to 35% of its total  assets  in money  market
instruments and repurchase agreements,  and in excess of that amount (up to 100%
of its assets) during temporary defensive periods.

ALGER AMERICAN INCOME AND GROWTH PORTFOLIO

   The primary investment  objective of the Portfolio is to provide a high level
of  dividend  income.  Capital  appreciation  is a  secondary  objective  of the
Portfolio.  Except during temporary defensive periods, the Portfolio attempts to
invest 100%, and it is a fundamental  policy of the Portfolio to invest at least
65% of its total assets in dividend paying equity securities. In selecting among
dividend paying equity  securities,  Alger  Management will favor  securities it
believes also offer  opportunities for capital  appreciation.  The Portfolio may
invest up to 35% of its total assets in money market  instruments and repurchase
agreements  and in  excess  of that  amount  (up to 100% of its  assets)  during
temporary defensive periods.

ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO


   
   The investment objective of the Portfolio is long-term capital  appreciation.
Except during temporary defensive periods, the Portfolio invests at least 65% of
its  total  assets  in  equity  securities  of  companies  that,  at the time of
purchase,  have "total market  capitalization" -- present market value per share
multiplied  by the total  number of shares  outstanding  -- within  the range of
companies  included in the Russell 2000 Growth  Index,  updated  quarterly.  The
Russell  2000  Growth  Index is  designed  to  track  the  performance  of small
capitalization   companies.   As  of  March  31,  1996,   the  range  of  market
capitalization  of  these  companies  was $20  million  to  $3.04  billion.  The
Portfolio  may  invest up to 35% of its total  assets  in equity  securities  of
companies  that,  at the time of  purchase,  have  total  market  capitalization
outside the range of companies  included in the Russell 2000 Growth Index and in
excess of that  amount (up to 100% of its  assets)  during  temporary  defensive
periods.
    


ALGER AMERICAN GROWTH PORTFOLIO


   The investment objective of the Portfolio is long-term capital  appreciation.
Except during temporary defensive periods, the Portfolio invests at least 65% of
its total assets in equity securities of companies that, at the time of purchase
of the securities,  have total market  capitalization  of $1 billion or greater.
The Portfolio  may invest up to 35% of its total assets in equity  securities of
companies  that, at the time of purchase,  have total market  capitalization  of
less than $1 billion  and in excess of that  amount  (up to 100% of its  assets)
during temporary defensive periods.


ALGER AMERICAN MIDCAP GROWTH PORTFOLIO


   
   The investment objective of the Portfolio is long-term capital  appreciation.
Except during temporary defensive periods, the Portfolio invests at least 65% of
its total assets in equity securities of companies that, at the time of purchase
of the  securities,  have  total  market  capitalization  within  the  range  of
companies  included  in the S&P  MidCap 400 Index,  updated  quarterly.  The S&P
MidCap 400 Index is designed to track the  performance of medium  capitalization
companies.  As of March 31, 1996,  the range of market  capitalization  of these
companies was $153 million to $8.88 billion.  The Portfolio may invest up to 35%
of its total  assets in equity  securities  of  companies  that,  at the time of
purchase,  have  total  market  capitalization  outside  the range of  companies
included in the S&P MidCap 400 Index and in excess of that amount (up to 100% of
its assets) during temporary defensive periods.
    


ALGER AMERICAN LEVERAGED ALLCAP PORTFOLIO

   The investment objective of the Portfolio is long-term capital  appreciation.
Except during temporary defensive periods, the Portfolio invests at least 85% of
its net assets in equity securities of companies of any size.

   The Portfolio may purchase put and call options and sell (write) covered call
and put options on  securities  and  securities  indexes to increase gain and to
hedge  against  the risk of  unfavorable  price  movements,  and may enter  into
futures  contracts  on  securities  indexes and  purchase  and sell call and put
options on these futures contracts.  The Portfolio may also borrow money for the
purchase of additional securities.  The Portfolio may borrow only from banks and
may not borrow in excess of one third of the market  value of its  assets,  less
liabilities  other  than  such  borrowing.  These  practices  are  deemed  to be
speculative  and may cause the  Portfolio's  net asset value to be more volatile
than the net asset value of a fund that does not engage in these activities. See
"Investment Practices."

IN GENERAL

   The Alger  American Small  Capitalization  Portfolio,  Alger American  MidCap
Growth  Portfolio,  Alger American Growth  Portfolio,  Alger American  Leveraged


                                       2
<PAGE>

   
   AllCap  Portfolio,  Alger American Income and Growth Portfolio and the equity
portion of Alger American Balanced Portfolio seek to achieve their objectives by
investing  in  equity  securities,  such  as  common  or  preferred  stocks,  or
securities  convertible  into or exchangeable for equity  securities,  including
warrants and rights.  The Portfolios  will invest  primarily in companies  whose
securities  are traded on domestic  stock  exchanges or in the  over-the-counter
market.  These companies may still be in the  developmental  stage, may be older
companies  that  appear to be entering a new stage of growth  progress  owing to
factors such as management changes or development of new technology, products or
markets or may be  companies  providing  products or  services  with a high unit
volume growth rate. In order to afford the  Portfolios  the  flexibility to take
advantage  of  new  opportunities  for  investments  in  accordance  with  their
investment objectives,  they may hold up to 15% (or a higher percentage where so
stated)  of  their  net  assets  in  money  market  instruments  and  repurchase
agreements  and in excess of that  amount  (up to 100% of their  assets)  during
temporary  defensive periods.  These amounts may be higher than those maintained
by other funds with similar investment objectives.

   Investing in smaller,  newer  issuers  generally  involves  greater risk than
investing  in larger,  more  established  issuers.  Companies in which the Alger
American  Small  Capitalization  Portfolio  is likely to invest may have limited
product lines, markets or financial resources and may lack management depth. The
securities of such companies may have limited  marketability  and may be subject
to more abrupt or erratic  market  movements  than  securities  of larger,  more
established  companies  or the  market  averages  in  general.  Accordingly,  an
investment in the  Portfolio may not be  appropriate  for all  investors.  These
risks may also apply to  investments  in  developmental  stage  companies by the
Alger American MidCap Growth Portfolio,  the Alger American Growth Portfolio and
the Alger American Leveraged AllCap Portfolio.
    


                              INVESTMENT PRACTICES

   The Portfolios  may use the investment  strategies and invest in the types of
securities  described  below,  which may involve certain risks. The Statement of
Additional  Information contains more detailed information about these practices
and information about other investment practices of the Portfolios.

REPURCHASE AGREEMENTS

   In a  repurchase  agreement,  a  Portfolio  buys a security  at one price and
simultaneously  agrees  to sell it back at a  higher  price.  In the  event of a
bankruptcy  or  default  of the other  party to the  repurchase  agreement,  the
Portfolio  could  experience  costs and  delays in  liquidating  the  underlying
security,  which is held as collateral,  and the Portfolio might incur a loss if
the value of the  collateral  held  declines  during this  period.

ILLIQUID AND RESTRICTED SECURITIES

   
   Under  the  policies  and  procedures  established  by the  Fund's  Board  of
Trustees,   Alger   Management  determines  the  liquidity  of  the  Portfolios'
investments.  Investments  may be  illiquid  because of the absence of an active
trading  market,  making it difficult to sell promptly at an  acceptable  price.
Each  Portfolio may purchase  securities  eligible for resale under Rule 144A of
the Securities Act of 1933. This rule permits otherwise restricted securities to
be sold to certain  institutional  buyers.  The Fund will limit its purchases of
these securities to those which Alger  Management,  under the supervision of the
Fund's Board of Trustees,  determines to be liquid. A restricted security is one
that  has a  contractual  restriction  on its  resale  or which  cannot  be sold
publicly until it is registered under the Securities Act of 1933.
    

LENDING OF PORTFOLIO SECURITIES

   In order to generate income and to offset  expenses,  each Portfolio may lend
portfolio securities with a value up to 33-1/3% of the Portfolio's  total assets
to brokers,  dealers and other  financial  organizations.  Any such loan will be
continuously secured by collateral at least equal to the value of the securities
loaned. Such lending could result in delays in receiving  additional  collateral
or in the  recovery  of  the  securities  or  possible  loss  of  rights  in the
collateral should the borrower fail financially.

FOREIGN SECURITIES

   Each  Portfolio  may  invest  up to  20%  of  its  total  assets  in  foreign
securities.   Investing  in   securities   of  foreign   companies  and  foreign
governments,  which generally are denominated in foreign currencies, may involve
certain  risk and  opportunity  considerations  not  typically  associated  with
investing  in domestic  companies  and could cause the  Portfolio to be affected
favorably or unfavorably by changes in currency  exchange rates and revaluations
of currencies.


                                       3
<PAGE>


   Each Portfolio may purchase  American  Depositary  Receipts  ("ADRs") or U.S.
dollar-denominated  securities  of foreign  issuers that are not included in the
20% foreign  securities  limitation.  ADRs are receipts  issued by U.S. banks or
trust  companies in respect of securities of foreign issuers held on deposit for
use  in  the  U.S.  securities  markets.  While  ADRs  may  not  necessarily  be
denominated  in the same  currency  as the  securities  into  which  they may be
converted,  many of the risks associated with foreign  securities may also apply
to  ADRs.

LEVERAGE  THROUGH  BORROWING

   The Alger American Leveraged AllCap Portfolio may borrow money from banks and
use it to purchase additional securities. This borrowing is known as leveraging.
Leverage  increases both  investment  opportunity  and  investment  risk. If the
investment gains on securities purchased with borrowed money exceed the interest
paid on the borrowing,  the net asset value of the Portfolio's  shares will rise
faster than would  otherwise be the case. On the other hand,  if the  investment
gains fail to cover the cost (including interest) of borrowings, or if there are
losses,  the net asset value of the Portfolio's shares will decrease faster than
would  otherwise be the case.  The Portfolio is required to maintain  continuous
asset coverage (that is, total assets  including  borrowings,  less  liabilities
exclusive of borrowings) of 300% of the amount borrowed.  If such asset coverage
should decline below 300% as a result of market  fluctuations  or other reasons,
the  Portfolio  may be required to sell some of its  portfolio  holdings  within
three days to reduce the debt and restore the 300% asset  coverage,  even though
it may be  disadvantageous  from an investment  standpoint to sell securities at
that time.

OPTIONS

   The  Alger  American  Leveraged  AllCap  Portfolio  may buy and sell  (write)
exchange  listed  options in order to obtain  additional  return or to hedge the
value of its portfolio. The Portfolio may write covered call options only if the
Portfolio  owns the  securities on which the call is written or owns  securities
which are  exchangeable  or  convertible  into  such  securities.  Although  the
Portfolio  will  generally  purchase or write only those options for which there
appears to be an active  secondary  market,  there is no assurance that a liquid
secondary  market on an  exchange  will  exist for any  particular  option.  The
Portfolio will not purchase  options if, as a result,  the aggregate cost of all
outstanding  options  exceeds 10% of the Portfolio's  total assets,  although no
more than 5% will be committed  to  transactions  entered  into for  non-hedging
purposes.  The  Portfolio  may  purchase  and sell put and call options on stock
indexes in order to increase its gross income or to hedge its portfolio  against
price fluctuations.

   The writing and purchase of options is a highly  specialized  activity  which
involves  investment  techniques and risks different from those  associated with
ordinary portfolio securities transactions. Additional discussion of these risks
and techniques is included in the Statement of Additional Information.

STOCK INDEX FUTURES AND OPTIONS ON
STOCK INDEX FUTURES

   The Alger  American  Leveraged  AllCap  Portfolio may purchase and sell stock
index  futures  contracts and options on stock index  futures  contracts.  These
investments may be made only for hedging,  not  speculative,  purposes.  Hedging
transactions are made to reduce the risk of price fluctuations.

   There can be no assurance of the  Portfolio's  successful  use of stock index
futures as a hedging device.  If Alger  Management uses a hedging  instrument at
the wrong time or judges market conditions  incorrectly,  hedging strategies may
reduce the Portfolio's return. The Portfolio could also experience losses if the
prices of its futures and options  positions were not correlated  with its other
investments  or if it could not  close out a  position  because  of an  illiquid
market for the future or option.

PORTFOLIO TURNOVER

   
   Portfolio changes will generally be made without regard to the length of time
a security  has been held or  whether a sale  would  result in a profit or loss.
Increased  portfolio turnover will have the effect of increasing the Portfolios'
brokerage and custodial expenses.
    

OTHER INVESTMENTS

   In addition to the securities and investment  techniques  listed above,  each
Portfolio  may  invest in bank and  thrift  obligations,  obligations  issued or
guaranteed  by the U.S.  Government  or by its  agencies  or  instrumentalities,
foreign bank  obligations and obligations of foreign branches of domestic banks,
and variable rate master demand notes; and the Alger American Balanced Portfolio
may engage in reverse  repurchase  agreements,  firm  commitment  agreements and
                                       4
<PAGE>

"when-issued"  purchases.  See  "Investment  Objectives  and  Policies"  in  the
Statement of Additional Information.



                             MANAGEMENT OF THE FUND

ORGANIZATION

   The Fund was  organized  on April  6,  1988 as a  multi-series  Massachusetts
business  trust.  The Fund offers an  unlimited  number of shares of six series,
representing the shares of the Portfolios.

   Although the Fund is not required by law to hold annual shareholder meetings,
it may hold meetings from time to time on important  matters,  and  shareholders
have the right to call a meeting  to remove a Trustee  or to take  other  action
described in the Trust's Declaration of Trust. Shareholders of one Portfolio may
vote only on matters that affect that Portfolio.

   
   Under  normal  circumstances,  other than the shares  issued to Alger Inc. in
connection  with its  creation and initial  capitalization,  the Fund intends to
distribute its shares of the Portfolios to Participating Insurance Companies and
Plans,  so that  only  Participating  Insurance  Companies  and  their  separate
accounts and Plans will be considered  shareholders of the Portfolios.  Although
the Participating  Insurance Companies and their separate accounts and the Plans
are the shareholders or investors,  the Participating  Insurance  Companies will
pass through  voting  rights to their VA contract and VLI policy  holders.  Plan
sponsors  may or may not  pass  through  voting  rights  to  Plan  participants,
depending on the terms of the Plan's  governing  documents.  For a discussion of
voting  rights   please  refer  to  the   Participating   Insurance   Companies'
prospectuses or the Plan documents.
    

   When  matters  are  submitted  for  shareholder  vote,  shareholders  of each
Portfolio  will  have  one  vote for each  full  share  held and  proportionate,
fractional  votes for fractional  shares held. A separate vote of a Portfolio is
required  on any  matter  affecting  the  Portfolio  on which  shareholders  are
entitled  to vote,  such as  approval  of a  Portfolio's  agreement  with  Alger
Management.  Shareholders  of one Portfolio are not entitled to vote on a matter
that does not affect that Portfolio but that does require a separate vote of the
other Portfolios.  There normally will be no annual meetings of shareholders for
the  purpose  of  electing  Trustees  unless  and until such time as less than a
majority of Trustees holding office have been elected by shareholders,  at which
time the  Trustees  then in office  will call a  shareholders'  meeting  for the
election of  Trustees.  Any  Trustee  may be removed  from office on the vote of
shareholders  holding at least two thirds of the Fund's  outstanding shares at a
meeting  called for that  purpose.  The  Trustees  are  required  to call such a
meeting  on the  written  request  of  shareholders  holding at least 10% of the
Fund's outstanding shares.

BOARD OF TRUSTEES

   The  Fund is  governed  by a Board  of  Trustees  which  is  responsible  for
protecting the interests of shareholders under  Massachusetts law. The Statement
of Additional  Information  contains general  background  information about each
Trustee and officer of the Fund.

INVESTMENT MANAGER

   Alger Management is the Fund's investment  manager and is responsible for the
overall  administration of the Fund,  subject to the supervision of the Board of
Trustees. Alger Management makes investment decisions for the Portfolios, places
orders to purchase and sell  securities on behalf of the  Portfolios and selects
broker-dealers  that, in its judgment,  provide prompt and reliable execution at
favorable  prices and reasonable  commission  rates. It is anticipated  that the
Fund's  distributor,  Fred  Alger & Company,  Incorporated  ("Alger  Inc."),  an
affiliate  of Alger  Management,  will serve as the Fund's  broker in  effecting
substantially  all of the Portfolios'  transactions on securities  exchanges and
will retain commissions in accordance with certain regulations of the Securities
and Exchange  Commission.  In addition,  Alger Management  employs  professional
securities analysts who provide research services  exclusively to the Portfolios
and other  accounts  for  which  Alger  Management  or its  affiliates  serve as
investment adviser or subadviser.


   
   Alger  Management has been in the business of providing  investment  advisory
services since 1964 and, as of December 31, 1995, had approximately $4.8 billion
under management, $3.0 billion in mutual fund accounts and $1.8 billion in other
advisory  accounts.  Alger  Management  is owned by Alger Inc.  which in turn is
owned by Alger Associates,  Inc., a financial services holding company.  Fred M.
Alger,  III and his brother,  David D. Alger,  are the majority  shareholders of
Alger  Associates,  Inc.  and may be  deemed to  control  that  company  and its
subsidiaries.
    



                                       5
<PAGE>


PORTFOLIO MANAGERS


   David D. Alger, Seilai Khoo and Ronald Tartaro are primarily  responsible for
the  day-to-day  management of the  Portfolios  of the Fund.  Mr. Alger has been
employed  by Alger  Management  as  Executive  Vice  President  and  Director of
Research  since 1971 and as President  since 1995.  Ms Khoo has been employed by
Alger  Management as a senior  research  analyst since 1989 and as a Senior Vice
President  since 1995.  Mr.  Tartaro has been employed by Alger  Management as a
senior  research  analyst since 1990 and as a Senior Vice President  since 1995.
Mr. Alger,  Ms. Khoo and Mr. Tartaro also serve as portfolio  managers for other
mutual funds and  investment  accounts  managed by Alger  Management.  Steven R.
Thumm serves as co-manager of the Alger American Balanced Portfolio. He has been
employed by Alger  Management as a fixed income  analyst since 1991 and prior to
that he was employed by Marine Midland Bank as Assistant Vice President.
   
   Alger  Management  personnel  ("Access  Persons")  are permitted to engage in
personal securities  transactions  subject to the restrictions and procedures of
the  Fund's  Code of Ethics.  Pursuant  to the Code of  Ethics,  Access  Persons
generally must preclear all personal  securities  transactions  prior to trading
and are subject to certain  prohibitions on personal trading. You can get a copy
of the Fund's Code of Ethics by calling the Fund toll-free at (800) 992-3863.


FEES

   Each Portfolio pays Alger Management a management fee computed daily and paid
monthly  at annual  rates  based on a  percentage  of the value of the  relevant
Portfolio's  average daily net assets,  as follows:  Alger  American  Income and
Growth Portfolio-.625%;  Alger American Small Capitalization Portfolio and Alger
American   Leveraged  AllCap   Portfolio-.85%;   Alger  American  MidCap  Growth
Portfolio-.80%;  Alger American  Growth  Portfolio and Alger  American  Balanced
Portfolio-.75%.   The   management   fees  paid  by  the  Alger  American  Small
Capitalization  Portfolio, the Alger American MidCap Growth Portfolio, the Alger
American Growth Portfolio,  the Alger American Balanced  Portfolio and the Alger
American  Leveraged  AllCap  Portfolio  are higher than those paid by most other
investment companies;  however, such fees do not exceed those paid by funds with
similar investment objectives.

   
   From time to time Alger Management or its affiliates may compensate insurance
companies or their  affiliates whose customers hold shares of the Portfolios for
providing  a  variety  of  record-keeping,   administrative,   marketing  and/or
shareholder support services. This compensation,  which may be paid at a rate of
up to .30% of the net asset value of shares held by those customers will be paid
from Alger Management's own resources and not from the assets of the Fund.
    

EXPENSES

   Each  Portfolio  pays  expenses  related  to its  daily  operations,  such as
management fees, brokerage fees, custodian fees, Trustees' fees, transfer agency
fees and legal and auditing costs.  Alger Management has agreed to reimburse the
Portfolios to the extent that the annual operating expenses (excluding interest,
taxes,  fees for  brokerage  services and  extraordinary  expenses) of the Alger
American  Balanced  Portfolio exceed 1.25%; the Alger American Income and Growth
Portfolio  exceed 1.25%;  Alger American Small  Capitalization  Portfolio exceed
1.50%;  the Alger American  Growth  Portfolio  exceed 1.50%;  the Alger American
MidCap Growth Portfolio  exceed 1.50%;  and the Alger American  Leveraged AllCap
Portfolio  exceed  1.50% of the  average  daily  net  assets  of the  applicable
Portfolio for any fiscal year. In addition, from time to time, Alger Management,
in its sole discretion and as it deems appropriate,  may assume certain expenses
of one or more of the Portfolios while retaining the ability to be reimbursed by
the  applicable  Portfolio for such amounts prior to the end of the fiscal year.
This will have the effect of lowering the applicable Portfolio's overall expense
ratio and of increasing  yield to investors,  or the converse,  at the time such
amounts are assumed or reimbursed,  as the case may be. More  information  about
each Portfolio's  investment management agreement and other expenses paid by the
Portfolios is included in the Statement of Additional Information.

   The Statement of Additional Information contains information about the Fund's
brokerage policies and practices.

DISTRIBUTOR

   Alger Inc. serves as the Fund's  distributor and also  distributes the shares
of other mutual funds managed by Alger Management.

TRANSFER AGENT

   Alger Shareholder Services, Inc., an affiliate of Alger Management, serves as
transfer agent for the Fund.


                                       6
<PAGE>


                                 NET ASSET VALUE

   
   The price of one share of a Portfolio is its "net asset value." The net asset
value is computed by adding the value of the Portfolio's  investments  plus cash
and other  assets,  deducting  liabilities  and then  dividing the result by the
number of its  shares  outstanding.  The net asset  value of each  Portfolio  is
calculated  on each day the New York Stock  Exchange  ("NYSE") is open as of the
close of business (normally 4:00 p.m. Eastern time).
    


                            PURCHASES AND REDEMPTIONS

   Contract or policy holders or Plan participants  would not deal directly with
the Fund  regarding  the purchase or redemption  of a  Portfolio's  shares.  The
separate  accounts of the  Participating  Insurance  Companies  place  orders to
purchase and redeem shares of each Portfolio  based on, among other things,  the
amount of  premium  payments  to be  invested  and the amount of  surrender  and
transfer  requests (as defined in the  prospectuses  describing the VA contracts
and VLI policies issued by the Participating Insurance Companies) to be effected
on that day pursuant to VA contracts  and VLI policies.  Plan trustees  purchase
Portfolio shares. Plan participants cannot contact the Fund directly to purchase
shares of the Portfolios but may invest in shares of the Portfolios only through
their Plan.  Participants  should  contact  their Plan  sponsor for  information
concerning the appropriate procedure for investing in the Fund.

   Orders received by the Fund or the Fund's transfer agent are effected on days
on which the NYSE is open for trading.  For orders  received before the close of
regular  trading on the NYSE,  purchases and  redemptions  of the shares of each
Portfolio are effected at the respective  net asset values per share  determined
as of the close of regular trading on the NYSE on that same day. Orders received
after  the  close  of  regular  trading  on the NYSE  are  effected  at the next
calculated  net asset value.  See "Net Asset Value." All orders for the purchase
of shares are  subject to  acceptance  or  rejection  by the Fund.  Payment  for
redemptions  will be made by the Fund's transfer agent on behalf of the Fund and
the relevant  Portfolios  within  seven days after the request is received.  The
Fund does not  assess  any fees,  either  when it sells or when it  redeems  its
shares. Surrender charges, mortality and expense risk fees and other charges may
be assessed by Participating  Insurance  Companies under the VA contracts or VLI
policies.  These  fees  should  be  described  in  the  Participating  Insurance
Companies'  prospectuses.  Any charges assessed by the Plans should be described
in the Plan documents.


                           DIVIDENDS AND DISTRIBUTIONS

   
   Each  Portfolio  will be treated  separately  in  determining  the amounts of
dividends of  investment  income and  distributions  of capital gains payable to
holders  of its  shares.  Dividends  and  distributions  will  be  automatically
reinvested  on the payment  date for each  shareholder's  account in  additional
shares of the  Portfolio  that paid the  dividend or  distribution  at net asset
value or, in the case of VA contracts and VLI policies,  will be paid in cash at
the election of the Participating Insurance Company. Dividends of the Portfolios
will be declared and paid annually.  Distributions  of any net realized  capital
gains earned by a Portfolio usually will be made annually after the close of the
fiscal year in which the gains are earned. Participating Insurance Companies and
Plans  will be  informed  about  the  amount  and  character  of  dividends  and
distributions from the relevant Portfolio for federal income tax purposes.
    


                                      TAXES

   Each Portfolio  will be treated as a separate  taxpayer with the result that,
for  federal  income tax  purposes,  the  amounts of net  investment  income and
capital gains earned will be determined on a Portfolio-by-Portfolio (rather than
on a Fund-wide) basis.

   The Fund intends that each Portfolio will qualify  separately as a "regulated
investment company" (within the meaning of the Internal Revenue Code of 1986, as
amended) for each taxable year of each Portfolio. If so qualified, and providing
certain  distribution  requirements  are met, a Portfolio will not be subject to
federal  income tax on its net  investment  income and net capital gains that it
distributes to its shareholders.

   
   Dividends paid from net investment  income and  distributions of net realized
short-term   capital  gains  are  treated  as  ordinary  income  earned  by  the
shareholders of a Portfolio.  Distributions  of net long-term  capital gains are
treated as such by shareholders for federal income tax purposes.  Federal income
taxation of separate  accounts of life insurance  companies,  VA contracts,  VLI
policies and of the Plans is discussed in the prospectuses of the  Participating
Insurance  Companies and in the Plan documents.  With respect to participants in
the Plans,  dividends from net investment  income and net realized capital gains
will  ordinarily not be subject to taxation until such dividends are distributed
to such participants from their Plan accounts.
    


                                       7
<PAGE>


                                   PERFORMANCE

   The  Portfolios   advertise   different  types  of  yield  and  total  return
performance.  All performance  figures are based on historical  earnings and are
not  intended to indicate  future  performance.  Further  information  about the
Fund's performance is contained in its Annual Report to Shareholders,  which may
be obtained without charge by contacting the Fund.

   
   Each Portfolio may include quotations of its "total return" in advertisements
or reports to shareholders or prospective  investors.  Total return figures show
the  aggregate  or  average  percentage  change in value of an  investment  in a
Portfolio  from the  beginning  date of the  measuring  period to the end of the
measuring period.  These figures reflect changes in the price of the Portfolio's
shares and assume that any income dividends  and/or capital gains  distributions
made by the  Portfolio  during  the  period  were  reinvested  in  shares of the
Portfolio. Figures will be given for recent 1, 5 and 10 year periods, and may be
given for other periods as well (such as from  commencement  of the  Portfolio's
operations,  or on a year-by-year  basis) and may utilize dollar cost averaging.
The Portfolio may also use "aggregate" total return figures for various periods,
representing  the  cumulative  change in value of an investment in the Portfolio
for the specific period (again  reflecting  changes in Portfolio share price and
assuming reinvestment of dividends and distributions) as well as "actual annual"
and  "annualized"  total return figures.  Total returns may be shown by means of
schedules,  charts  or  graphs,  and  may  indicate  subtotals  of  the  various
components of total return (i.e., change in value of initial investment,  income
dividends and capital  gains  distributions).  "Total  return" and "yield" for a
Portfolio will vary based on changes in market  conditions.  In addition,  since
the  deduction  of a  Portfolio's  expenses is reflected in the total return and
yield  figures,  "total return" and "yield" will also vary based on the level of
the Portfolio's expenses.
    

   The Statement of Additional  Information further describes the method used to
determine the yields and total return figures. Current yield and/or total return
quotations may be obtained by contacting the Fund.

   The actual  return of a holder of a VA  contract  or VLI policy  will also be
affected by charges imposed by the separate accounts of Participating  Insurance
Companies or, in the case of Plan participants, by any charges imposed under the
plan.


                                  INVESTOR AND
                             SHAREHOLDER INFORMATION

    Investors and  shareholders may contact the Fund toll-free at (800) 992-3863
for further information regarding the Fund and the Portfolios, including current
performance  quotations,  as well as for assistance in selecting a Portfolio and
obtaining a Statement of Additional Information.  Holders of VA contracts or VLI
policies issued by Participating  Insurance  Companies and participants in Plans
for which  shares  of one or more  Portfolios  are the  investment  vehicle  may
receive from the  Participating  Insurance  Companies or Plan sponsor  unaudited
semi annual financial  statements and year-end  financial  statements audited by
the Fund's independent public accountants. Each report will show the investments
owned by each of the  Portfolios  and the market values of the  investments  and
will provide other  information  about the Fund and its  operations.  The Fund's
Annual Report contains additional performance  information and is available upon
request and without charge by contacting the Fund at the toll-free number listed
above.

                                       8
<PAGE>





























                       This Page Intentionally Left Blank


















<PAGE>

   


                             THE
                           ALGER     MEETING THE CHALLENGE
                        AMERICAN     OF INVESTING
                            FUND     

No  person  has  been  authorized  to  give  any  information  or  to  make  any
representations  other than those  contained in this Prospectus or the Statement
of Additional  Information in connection with the offering of the Fund's shares,
and if given or made,  such other  information  or  representations  must not be
relied on as  having  been  authorized  by the Fund.  This  Prospectus  does not
constitute an offer in any state in which,  or to any person to whom, such offer
may not lawfully be made.


         --------------------------------------------------------------


INVESTMENT MANAGER:                     TRANSFER AGENT:                  
Fred Alger Management, Inc.             Alger Shareholder Services, Inc. 
75 Maiden Lane                          30 Montgomery Street             
New York, New York 10038                Box 2001                         
                                        Jersey City, New Jersey 07302    
DISTRIBUTOR:                                                             
Fred Alger & Company,                   INDEPENDENT PUBLIC ACCOUNTANTS:  
Incorporated                            Arthur Andersen LLP              
30 Montgomery Street                    1345 Avenue of the Americas      
Jersey City, New Jersey 07302           New York, New York 10105         
                                                                         
                                        
    

<PAGE>
PROSPECTUS
- ----------




                             THE
                           ALGER     75 MAIDEN LANE
                        AMERICAN     NEW YORK, NEW YORK 10038
                            FUND     (800) 992-FUND (992-363)


   The Alger American Fund is a registered  investment  company -- a mutual fund
- -- that presently offers interests in six portfolios. This Prospectus sets forth
information  about four of these portfolios (the  "Portfolios").  Each Portfolio
has distinct investment objectives and policies and a shareholder's  interest is
limited to the  Portfolio  in which he or she owns shares.  The four  Portfolios
discussed in this Prospectus are:

              o  Alger American Small Capitalization Portfolio
              o  Alger American Growth Portfolio
              o  Alger American MidCap Growth Portfolio
              o  Alger American Leveraged AllCap Portfolio

   
   Shares  of the  Portfolios  are  offered  as a  pooled  funding  vehicle  for
insurance  companies  writing  all  types of  variable  annuity  contracts  ("VA
contracts") and variable life insurance  policies ("VLI  policies") and are also
offered directly to qualified  pension and retirement  plans (the "Plans").  See
"The Portfolios."
    

   SHARES OF THE PORTFOLIOS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY ANY BANK,  AND THE SHARES ARE NOT  FEDERALLY  INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY.


   
   This  Prospectus,  which  should be retained for future  reference,  contains
important  information  that you should  know before  investing.  Please read it
along with the  prospectuses  issued by the insurance  companies with respect to
the VA contracts  and VLI policies or with the Plan  documents.  A "Statement of
Additional  Information" dated May 1, 1996 containing further  information about
The  Alger  American  Fund  has been  filed  with the  Securities  and  Exchange
Commission  and  is  incorporated  by  reference  into  this  Prospectus.  It is
available at no charge by contacting  The Alger  American Fund at the address or
phone number above.
    




            FRED ALGER                           FRED ALGER
           MANAGEMENT,  INVESTMENT MANAGER        & COMPANY,   DISTRIBUTOR
                  INC.                          INCORPORATED
                    



- --------------------------------------------------------------------------------
          THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
           SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
            COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
               OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
               ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRE-
                SENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------
                                   May 1, 1996


                                       
<PAGE>
                                    CONTENTS

                                                  Page                         
                                                 -----                         

Portfolio Expenses.............................   iii
Financial Highlights...........................    iv
The Portfolios.................................     1
Participating Insurance Companies and Plans....     1
Investment Objectives and Policies.............     1
  Alger American Small Capitalization
    Portfolio..................................     1
  Alger American Growth Portfolio..............     2
  Alger American MidCap Growth
    Portfolio..................................     2


                                                  Page                         
                                                 -----                         
  Alger American Leveraged AllCap
    Portfolio..................................     2
Investment Practices...........................     3
Management of the Fund.........................     4
Net Asset Value................................     6
Purchases and Redemptions......................     6
Dividends and Distributions....................     7
Taxes..........................................     7
Performance....................................     7
Investor and Shareholder Information...........     8



                                      ii
<PAGE>

                               PORTFOLIO EXPENSES

   
   The Table below is designed to assist you in understanding  the various costs
and  expenses  that you will bear as a  shareholder.  The Table does not reflect
charges and deductions which are, or may be, imposed under the VA contracts, VLI
policies or Plans;  such charges and  deductions are described in the prospectus
for the VA contract or VLI policy  accompanying  this  Prospectus or in the Plan
documents.
    

   The  Example  below  shows the amount of  expenses  you would pay on a $1,000
investment in the  Portfolios.  These  amounts  assume the  reinvestment  of all
dividends and distributions and payment by the Portfolios of operating  expenses
as shown in the Table under Annual Fund  Operating  Expenses.  The Example is an
illustration only and actual expenses may be greater or less than those shown.
<TABLE>
<CAPTION>

                                                        Alger                            Alger           Alger
                                                      American           Alger         American        American
                                                        Small          American         MidCap         Leveraged
                                                   Capitalization       Growth          Growth          AllCap
                                                      Portfolio        Portfolio       Portfolio       Portfolio

<S>                                                     <C>              <C>             <C>              <C> 
Shareholder Transaction Expenses
Maximum Sales Load Imposed on
   Purchases.....................................       None             None            None             None
Maximum Sales Load Imposed
  on Reinvested Dividends........................       None             None            None             None
Deferred Sales Load..............................       None             None            None             None
Redemption Fees..................................       None             None            None             None
Annual Fund Operating Expenses
  (as a percentage of average net assets)

   
Management Fees..................................        .85%             .75%            .80%             .85%
12b-1 Fees.......................................         --               --              --               --
Other Expenses (after expense reimbursements)*...        .07%             .10%            .10%             .71%**

Total Fund Expenses (after expense reimbursements)*      .92%             .85%            .90%            1.56%
                                                         ===              ===             ===             ==== 
    

</TABLE>
<TABLE>
<CAPTION>

   
 * Absent reimbursements, the amounts of Other Expenses and Total Fund  Expenses
   would  have  been  3.07%  and  3.92%,  respectively,  for  the Alger American 
   Leveraged AllCap Portfolio.
** Included in Other Expenses of the Alger American Leveraged AllCap Portfolio is 0.06% of interest expense.
    

Example
You would pay the following expenses on a $1,000 investment, assuming (1) 5%
   annual return and (2) redemption at the end of each time period:
<S>                                                     <C>             <C>              <C>              <C> 

   
One Year.......................................         $  9            $   9            $  9             $ 16
Three Years....................................           29               27              29               49
Five Years.....................................           51               47              50               85
Ten Years......................................          113              105             111              186
    

</TABLE>


                                       iii
<PAGE>

                              FINANCIAL HIGHLIGHTS


   The Financial  Highlights  for the years ended December 31, 1990 through 1995
have  been  audited  by Arthur  Andersen  LLP,  the  Fund's  independent  public
accountants,  as indicated in their report dated  February 5, 1996 on the Fund's
financial  statements  as of December  31, 1995 which are included in the Fund's
Statement of Additional Information.  The Financial Highlights should be read in
conjunction  with  the  Fund's  financial  statements  and  notes  thereto.  The
Financial  Highlights,  with the exception of the total return information,  for
the  periods  ended  December  31,  1989 and 1988  have  been  audited  by other
independent accountants,  who have expressed an unqualified opinion thereon. The
Statement  of  Additional  Information  may be  obtained  from the Fund  without
charge.


THE ALGER AMERICAN FUND
GROWTH PORTFOLIO
Financial Highlights
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD
<TABLE>
<CAPTION>



                                                          Year Ended December 31,
                                  -------------------------------------------------------------------
                                     1995        1994     1993       1992      1991      1990    1989(ii)
                                    ------     --------  -------   -------   -------   ------   ---------
<S>                                 <C>        <C>       <C>       <C>       <C>       <C>      <C>
   
Net asset value, beginning of year  $  23.13      24.67  $ 20.17   $ 18.00   $ 12.86   $12.41   $  10.00
                                    --------   --------  -------   -------   -------   ------   ---------
Net investment income.........          0.02       0.07     0.03      0.03      0.08(i)  0.07        0.09
Net realized and unrealized gain               
  on investments..............          8.33       0.15     4.50      2.19      5.11     0.44        2.32
                                    --------   --------  -------   -------   -------   ------   ---------
  Total from investment                        
     operations...............          8.35       0.22     4.53      2.22      5.19     0.51        2.41
                                    --------   --------  -------   -------   -------   ------   ---------
Dividends from net investment                  
  income......................         (0.07)     (0.03)   (0.03)    (0.03)    (0.05)   (0.06)         --
Distributions from net realized                
   gains......................         (0.25)     (1.73)      --     (0.02)       --       --          --
                                    --------   --------  -------   -------   -------   ------   ---------
  Total Distributions.........         (0.32)     (1.76)   (0.03)    (0.05)    (0.05)   (0.06)       --
                                    --------   --------  -------   -------   -------   ------   ---------
Net asset value, end of year..      $  31.16   $  23.13  $ 24.67   $ 20.17   $ 18.00   $12.86   $   12.41
                                    ========   ========  =======   =======   =======   ======   =========
Total Return..................         36.37%      1.45%   22.47%    12.38%    40.39%    4.14%      24.10%(iii)
                                    ========   ========  =======   =======   =======   ======   =========
Ratios and Supplemental Data:                  
  Net assets, end of year                      
    (000's omitted)...........      $502,974   $150,390  $74,878   $30,316   $10,094   $1,228   $     171
                                    ========   ========  =======   =======   =======   ======   =========
                                    
  Ratio of expenses to average                 
    net assets................          0.85%      0.86%    0.97%     0.99%     1.29%    1.50%       1.50%
                                    ========    =======  =======   =======   =======   ======   =========
  Decrease reflected in above                  
    expense ratios due to ....                 
    expense reimbursements....            --         --       --        --        --      2.31%     7.32%
                                    ========    =======  =======   =======   =======   =======   ========
  Ratio of net investment income               
    to average net assets.....          0.18%      0.48%    0.25%     0.33%     0.52%     1.69%      1.30%
                                    ========    =======  =======   =======   =======   =======   ========
  Portfolio Turnover Rate.....        118.33%    111.76%  112.64%    63.91%    58.95%    86.77%     79.59%
                                    ========    =======  =======   =======   =======   =======   ========
    
</TABLE>                          




 (i)  Amount was computed based on average shares outstanding during the period.
(ii)  For the period January 9, 1989 (commencement of operations) to December
      31, 1989. Ratios have been annualized; total return has not been
      annualized.
(iii) Unaudited.

                                       iv
<PAGE>

<TABLE>
<CAPTION>


THE ALGER AMERICAN FUND
SMALL CAPITALIZATION PORTFOLIO
Financial Highlights
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD



                                                        Year Ended December 31,
                          -------------------------------------------------------------------------------------- 
                            1995        1994        1993      1992        1991      1990       1989      1988(ii)
                          --------   --------   --------   --------    -------    -------    -------     ------- 
<S>                       <C>        <C>        <C>        <C>         <C>        <C>        <C>         <C>
   
Net asset value,                               
  beginning of year...    $  27.31   $  30.88   $  27.26   $ 26.79     $ 17.02    $ 15.79    $  9.60     $10.00
                          --------   --------   --------   --------    -------    -------    -------     ------ 
Net investment                       
  income (loss).......       (0.09)    (0.03)(i)   (0.05)     (0.06)     (0.03)      0.02       0.04       0.06
Net realized and          --------   --------   --------   --------    -------    -------    -------     ------ 
                           
   unrealized gain                   
  (loss) on investments      12.19      (1.45)      3.67       0.91       9.82       1.35       6.15      (0.40)
                          --------   --------   --------   --------    -------    -------    -------     ------ 
                                     
  Total from investment     
    operations........       12.10      (1.48)      3.62       0.85       9.79       1.37       6.19      (0.34)
                          --------   --------   --------   --------    -------    -------    -------     ------ 
Dividends from net                   
  investment income...          --        --         --          --      (0.02)     (0.01)        --      (0.06)
Distributions from net    --------   --------   --------   --------    -------    -------    -------     ------ 
                            
   realized gains.....          --      (2.09)       --       (0.38)        --      (0.13)        --        --
                          --------   --------   --------   --------    -------    -------    -------     ------ 
  Total Distributions.          --      (2.09)       --       (0.38)     (0.02)     (0.14)        --      (0.06)
                          --------   --------   --------   --------    -------    -------    -------     ------ 
Net asset value, end                 
  of year.............    $  39.41   $  27.31   $  30.88   $  27.26    $ 26.79    $ 17.02    $ 15.79     $ 9.60
                          ========   ========   ========   ========    =======    =======    =======     ====== 
                                   
Total Return..........       44.31%    (4.38%)    13.28%      3.55%     57.54%      8.71%      64.48%(ii)  3.35%(ii)
                          ========   ========   ========   ========    =======    =======    =======     ====== 
                                     
Ratios and                           
  Supplemental Data:      
   Net assets, end of year
    (000's omitted)...    $984,212   $397,037   $238,850   $135,718    $56,798    $ 7,149    $   569     $   39
                          ========   ========   ========   ========    =======    =======    =======     ====== 
                                     
  Ratio of expenses to    
     average net assets       0.92%      0.96%      1.03%      0.98%      1.06%      1.50%      1.50%      1.50%
                          ========   ========   ========   ========    =======    =======    =======     ====== 
                                     
  Decrease reflected in              
    above expense ratios             
    due to expense        
    reimbursements....          --        --         --         --         --       0.33%      9.15%      12.31%
                          ========   ========   ========   ========    ======     ======     ======      ======
                                     
  Ratio of net investment            
    income (loss) to       
    average net assets       (0.48%)    (0.10%)    (0.35%)    (0.37%)   (0.12%)     0.50%      1.11%       2.27%
                          ========   ========   ========   ========    ======     ======     ======      ======
                                                         
  Portfolio Turnover              
    Rate..............       80.66%    117.61%    148.07%    108.06%    125.90%    132.46%    133.61%     20.86%
                          ========   ========   ========     ======     ======     ======     ======      ===== 
    
</TABLE>


 (i) Amount was computed based on average shares outstanding during the period.
(ii) Unaudited.
(iii)For the period September 21, 1988 (commencement of operations) to December
     31, 1988. Ratios have been annualized; total return has not been
     annualized.

                                       v

<PAGE>

THE ALGER AMERICAN FUND
MIDCAP GROWTH PORTFOLIO
Financial Highlights
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD
<TABLE>
<CAPTION>



                                                                                            From May 3, 1993
                                                                                            (commencement of
                                                                 Year Ended December 31,       operations)
                                                                 -----------------------
                                                                   1995         1994     to December 31, 1993(i)
                                                                 --------    --------    -----------------------
<S>                                                              <C>         <C>                 <C>    
   
Net asset value, beginning of year........................       $  13.46    $  13.72            $ 10.00
                                                                 --------    --------            -------
Net investment income (loss)..............................          (0.03)       0.00(ii)          (0.02)
Net realized and unrealized gain (loss) on investments....           6.01       (0.21)              3.88
                                                                 --------    --------            -------
  Total from investment operations........................           5.98       (0.21)              3.86
Distributions from net realized gains.....................             --       (0.05)             (0.14)
                                                                 --------    --------            -------
Net asset value, end of year..............................       $  19.44    $  13.46            $ 13.72
                                                                 ========    ========            =======
Total Return..............................................          44.45%      (1.54%)            38.67%
                                                                 ========    ========            =======
                                                                  
                                                                           
Ratios and Supplemental Data:                                    
  Net assets, end of year (000's omitted).................       $185,349     $62,178            $21,301
                                                                 ========    ========            =======
                                                                 
  Ratio of expenses to average net assets.................           0.90%       0.97%              1.50%
                                                                 ========    ========            =======
                                                                           
  Decrease reflected in above expense ratios                     
    due to expense reimbursements.........................             --          --               0.03%
                                                                 ========    ========            =======
                                                                           
  Ratio of net investment income (loss) to                       
    average net assets....................................          (0.25%)      0.03%             (0.58%)
                                                                 ========    ========            =======
                                                                 
  Portfolio Turnover Rate.................................         104.74%      83.96%             67.22%
                                                                 ========    ========            =======
    

</TABLE>                                                                  

                                                                 
(i) Ratios have been annualized; total return has not been annualized.
(ii)Amount was computed based on average shares outstanding during the period.



                                       vi
<PAGE>



THE ALGER AMERICAN FUND ALGER AMERICAN LEVERAGED ALLCAP PORTFOLIO
Financial Highlights 
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD


   
                                                          From January 25, 1995
                                                             (commencement of
                                                               operations)
                                                         to December 31, 1995(i)
                                                         ----------------------
Net asset value, beginning of period...............................   $ 10.00
                                                                      -------
Net investment (loss)..............................................     (0.03)
Net realized and unrealized gain  (loss) on investments............      7.46
                                                                      -------
    Total from investment operations...............................      7.43
                                                                      -------
Net asset value, end of period.....................................   $ 17.43
                                                                      =======
Total Return.......................................................    74.30%
                                                                      =======
Ratios and Supplemental Data:
  Net assets, end of period (000's omitted)........................   $ 5,497
                                                                      =======
  Ratio of expenses excluding interest to average net assets.......     1.50%
                                                                      =======
  Ratio of expenses including interest to average net assets.......     1.56%
                                                                      =======
  Decrease reflected in above expense ratios
    due to expense reimbursements..................................     2.36%
                                                                      =======
  Ratio of net investment (loss) to average net assets.............    (0.71%)
                                                                      =======
  Portfolio Turnover Rate..........................................   178.23%
                                                                      =======
Debt outstanding at end of period..................................   $     0
                                                                      =======
Average amount of debt outstanding during the period...............   $ 8,122
                                                                      =======
Average daily number of shares outstanding during the period.......    75,460
                                                                      =======
Average amount of debt per share during the period.................   $  0.11
                                                                      =======


(i)Ratios have been annualized; total return has not been annualized.
    

                                       vii
<PAGE>


                                 THE PORTFOLIOS

   
   The Portfolios are designed to permit insurance companies that issue variable
annuity  contracts ("VA  contracts") and variable life insurance  policies ("VLI
policies") to offer contract and policy  holders the  opportunity to participate
in the  performance  of one or more of the  Portfolios.  The  Fund may also be a
funding vehicle for qualified  pension and retirement  plans (the "Plans") which
elect to make the Fund an investment option for Plan participants.
    

   The Fund is a diversified, open-end management investment company that offers
a selection of six Portfolios,  each having distinct  investment  objectives and
policies.  The Fund's Board of Trustees may establish  additional  Portfolios at
any time.


                   PARTICIPATING INSURANCE COMPANIES AND PLANS

   
   The Portfolios  are intended to be funding  vehicles for VA contracts and VLI
policies  to be offered by the  separate  accounts  of  certain  life  insurance
companies  ("Participating  Insurance Companies") and Plans.  Individuals cannot
invest in a Portfolio  directly  but may do so only through a VA contract or VLI
policy or a Plan. The Fund currently does not foresee any  disadvantages  to the
holders  of VA  contracts  and VLI  policies  arising  from  the  fact  that the
interests of the holders of VA contracts  and VLI policies may differ,  that the
Participating  Insurance Companies may not be affiliated with each other or that
the Fund may offer its shares to Plans. Nevertheless, the Fund's Trustees intend
to monitor  events in order to identify  any material  irreconcilable  conflicts
which  may  possibly  arise  due  to  differences  of  tax  treatment  or  other
considerations,  and to  determine  what  action,  if any,  should  be  taken in
response  to such  conflicts.  If such a  conflict  were to  occur,  one or more
Participating  Insurance  Company separate  accounts or Plans might withdraw its
investment  in a  Portfolio,  which may cause the  Portfolio  to sell  portfolio
securities  at  disadvantageous  prices.  The VA contracts  and VLI policies are
described in the separate  prospectuses  issued by the  Participating  Insurance
Companies,  and the Plans are described in the Plan  documents made available by
the Plan sponsors.  The Fund assumes no responsibility  for such prospectuses or
Plan documents.
    


                              INVESTMENT OBJECTIVES
                                  AND POLICIES

   
   The investment  objectives and restrictions  summarized below are fundamental
which  means  that they may not be changed  without  shareholder  approval.  All
investment policies and practices  described  elsewhere in this Prospectus,  and
not explicitly  identified as fundamental,  are not  fundamental,  so the Fund's
Board of Trustees  may change them  without  shareholder  approval.  There is no
guarantee that any Portfolio's objectives will be achieved.

   As a matter of fundamental policy, no Portfolio will: (1) with respect to 75%
of its total assets,  invest more than 5% of its total assets in any one issuer,
except for obligations issued or guaranteed by the U.S. Government, its agencies
or instrumentalities  ("U.S. Government  securities");  (2) own more than 10% of
the outstanding voting securities of any company;  (3) invest more than 10% (15%
for  the  Alger  American  Leveraged  AllCap  Portfolio)  of its net  assets  in
securities  that are not readily  marketable and in repurchase  agreements  with
maturities of more than seven days; (4) invest more than 25% of its total assets
in any one industry, except for U.S. Government securities;  (5) borrow money or
pledge its assets,  except for  temporary  or emergency  purposes,  in an amount
exceeding  10% of its total  assets;  except that the Alger  American  Leveraged
AllCap  Portfolio may borrow for  investment  purposes as described  below under
"Alger  American  Leveraged  AllCap  Portfolio".  The  Statement  of  Additional
Information contains additional  investment  restrictions as well as information
on the Portfolios' investment practices.
    

ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO


   
   The investment objective of the Portfolio is long-term capital  appreciation.
Except during temporary defensive periods, the Portfolio invests at least 65% of
its  total  assets  in  equity  securities  of  companies  that,  at the time of
purchase,  have "total  market  capitalization"--present  market value per share
multiplied  by the  total  number  of  shares  outstanding--within  the range of
companies  included in the Russell 2000 Growth  Index,  updated  quarterly.  The
Russell  2000  Growth  Index is  designed  to  track  the  performance  of small
capitalization   companies.   As  of  March  31,  1996,   the  range  of  market
capitalization  of  these  companies  was $20  million  to  $3.04  billion.  The
Portfolio  may  invest up to 35% of its total  assets  in equity  securities  of
companies that,
    


 
                                       1
<PAGE>


at the time of purchase,  have total market capitalization  outside the range of
companies included in the Russell 2000 Growth Index and in excess of that amount
(up to 100% of its assets) during temporary defensive periods.


ALGER AMERICAN GROWTH PORTFOLIO

   The investment objective of the Portfolio is long-term capital  appreciation.
Except during temporary defensive periods, the Portfolio invests at least 65% of
its total assets in equity securities of companies that, at the time of purchase
of the securities, have total market capitalization of $1 billion or greater.

   The Portfolio  may invest up to 35% of its total assets in equity  securities
of companies that, at the time of purchase,  have total market capitalization of
less than $1 billion  and in excess of that  amount  (up to 100% of its  assets)
during temporary defensive periods.

ALGER AMERICAN MIDCAP GROWTH PORTFOLIO


   
   The investment objective of the Portfolio is long-term capital  appreciation.
Except during temporary defensive periods, the Portfolio invests at least 65% of
its total assets in equity securities of companies that, at the time of purchase
of the  securities,  have  total  market  capitalization  within  the  range  of
companies  included  in the S&P  MidCap 400 Index,  updated  quarterly.  The S&P
MidCap 400 Index is designed to track the  performance of medium  capitalization
companies.  As of March 31, 1996,  the range of market  capitalization  of these
companies was $153 million to $8.88 billion.  The Portfolio may invest up to 35%
of its total  assets in equity  securities  of  companies  that,  at the time of
purchase,  have  total  market  capitalization  outside  the range of  companies
included in the S&P MidCap 400 Index and in excess of that amount (up to 100% of
its assets) during temporary defensive periods.
    


ALGER AMERICAN LEVERAGED ALLCAP PORTFOLIO


   The investment objective of the Portfolio is long-term capital  appreciation.
Except during temporary defensive periods, the Portfolio invests at least 85% of
its net assets in equity securities of companies of any size.

   The Portfolio may purchase put and call options and sell (write) covered call
and put options on  securities  and  securities  indexes to increase gain and to
hedge  against  the risk of  unfavorable  price  movements,  and may enter  into
futures  contracts  on  securities  indexes and  purchase  and sell call and put
options on these futures contracts.  The Portfolio may also borrow money for the
purchase of additional securities.  The Portfolio may borrow only from banks and
may not borrow in excess of one third of the market  value of its  assets,  less
liabilities  other  than  such  borrowing.  These  practices  are  deemed  to be
speculative  and may cause the  Portfolio's  net asset value to be more volatile
than the net asset value of a fund that does not engage in these activities. See
"Investment Practices."

IN GENERAL

   The  Portfolios  seek to achieve  their  objectives  by  investing  in equity
securities,  such as common or preferred stocks, or securities  convertible into
or  exchangeable  for equity  securities,  including  warrants  and rights.  The
Portfolios  will invest  primarily in companies  whose  securities are traded on
domestic stock exchanges or in the over-the-counter  market. These companies may
still be in the  developmental  stage,  may be older companies that appear to be
entering  a new stage of growth  progress  owing to factors  such as  management
changes  or  development  of  new  technology,  products  or  markets  or may be
companies providing products or services with a high unit volume growth rate. In
order  to  afford  the  Portfolios  the  flexibility  to take  advantage  of new
opportunities  for investments in accordance with their  investment  objectives,
they may hold up to 15% of their net  assets  in money  market  instruments  and
repurchase  agreements and in excess of that amount (up to 100% of their assets)
during  temporary  defensive  periods.  This  amount  may be  higher  than  that
maintained by other funds with similar investment objectives.

   Investing in smaller,  newer  issuers  generally  involves  greater risk than
investing  in larger,  more  established  issuers.  Companies in which the Alger
American  Small  Capitalization  Portfolio  is likely to invest may have limited
product lines, markets or financial resources and may lack management depth. The
securities in such companies may have limited  marketability  and may be subject
to more abrupt or erratic  market  movements  than  securities  of larger,  more
established  companies  or the  market  averages  in  general.  Accordingly,  an
investment in the  Portfolio may not be  appropriate  for all  investors.  These
risks may also apply to  investments  in  developmental  stage  companies by the
Alger American MidCap Growth Portfolio,  the Alger American Growth Portfolio and
the Alger American Leveraged AllCap Portfolio.


                                       2
<PAGE>

                              INVESTMENT PRACTICES

   The Portfolios  may use the investment  strategies and invest in the types of
securities  described  below,  which may involve certain risks. The Statement of
Additional  Information contains more detailed information about these practices
and information about other investment practices of the Portfolios.

REPURCHASE AGREEMENTS

   In a repurchase agreement, a Portfolio buys a
security  at one  price  and  simultaneously  agrees to sell it back at a higher
price.  In the  event of a  bankruptcy  or  default  of the  other  party to the
repurchase  agreement,  the  Portfolio  could  experience  costs  and  delays in
liquidating  the  underlying  security,  which  is held as  collateral,  and the
Portfolio might incur a loss if the value of the collateral held declines during
this period.

ILLIQUID AND RESTRICTED SECURITIES

   Under  the  policies  and  procedures  established  by the  Fund's  Board  of
Trustees, Fred Alger Management Inc. ("Alger Management"), the Fund's investment
manager,  determines the liquidity of the Portfolios'  investments.  Investments
may be illiquid  because of the absence of an active trading  market,  making it
difficult to sell promptly at an acceptable  price.  Each Portfolio may purchase
securities  eligible for resale under Rule 144A of the  Securities  Act of 1933.
This  rule  permits  otherwise  restricted  securities  to be  sold  to  certain
institutional  buyers.  The Fund will limit its purchases of these securities to
those which  Alger  Management,  under the  supervision  of the Fund's  Board of
Trustees,  determines  to be liquid.  A  restricted  security  is one that has a
contractual  restriction on its resale or which cannot be sold publicly until it
is registered under the Securities Act of 1933.

LENDING OF PORTFOLIO SECURITIES

   In order to generate income and to offset  expenses,  each Portfolio may lend
portfolio  securities with a value up to 331/3% of the Portfolio's  total assets
to brokers,  dealers and other  financial  organizations.  Any such loan will be
continuously secured by collateral at least equal to the value of the securities
loaned. Such lending could result in delays in receiving  additional  collateral
or in the  recovery  of  the  securities  or  possible  loss  of  rights  in the
collateral should the borrower fail financially.

FOREIGN SECURITIES

   Each  Portfolio  may  invest  up to  20%  of  its  total  assets  in  foreign
securities.   Investing  in   securities   of  foreign   companies  and  foreign
governments,  which generally are denominated in foreign currencies, may involve
certain  risk and  opportunity  considerations  not  typically  associated  with
investing  in domestic  companies  and could cause the  Portfolio to be affected
favorably or unfavorably by changes in currency  exchange rates and revaluations
of currencies.

     Each Portfolio may purchase American  Depositary  Receipts ("ADRs") or U.S.
dollar-denominated  securities  of foreign  issuers that are not included in the
20% foreign  securities  limitation.  ADRs are receipts  issued by U.S. banks or
trust  companies in respect of securities of foreign issuers held on deposit for
use  in  the  U.S.  securities  markets.  While  ADRs  may  not  necessarily  be
denominated  in the same  currency  as the  securities  into  which  they may be
converted,  many of the risks associated with foreign  securities may also apply
to ADRs.

LEVERAGE THROUGH BORROWING

   The Alger American Leveraged AllCap Portfolio may borrow money from banks and
use it to purchase additional securities. This borrowing is known as leveraging.
Leverage  increases both  investment  opportunity  and  investment  risk. If the
investment gains on securities purchased with borrowed money exceed the interest
paid on the borrowing,  the net asset value of the Portfolio's  shares will rise
faster than would  otherwise be the case. On the other hand,  if the  investment
gains fail to cover the cost (including interest) of borrowings, or if there are
losses,  the net asset value of the Portfolio's shares will decrease faster than
would  otherwise be the case.  The Portfolio is required to maintain  continuous
asset coverage (that is, total assets  including  borrowings,  less  liabilities
exclusive of borrowings) of 300% of the amount borrowed.  If such asset coverage
should decline below 300% as a result of market  fluctuations  or other reasons,
the  Portfolio  may be required to sell some of its  portfolio  holdings  within
three days to reduce the debt and restore the 300% asset  coverage,  even though
it may be  disadvantageous  from an investment  standpoint to sell securities at
that time.

OPTIONS

   The  Alger  American  Leveraged  AllCap  Portfolio  may buy and sell  (write)
exchange  listed  options in order to obtain  additional  return or to hedge the


                                       3
<PAGE>

value of its portfolio. The Portfolio may write covered call options only if the
Portfolio  owns the  securities on which the call is written or owns  securities
which are  exchangeable  or  convertible  into  such  securities.  Although  the
Portfolio  will  generally  purchase or write only those options for which there
appears to be an active  secondary  market,  there is no assurance that a liquid
secondary  market on an  exchange  will  exist for any  particular  option.  The
Portfolio will not purchase  options if, as a result,  the aggregate cost of all
outstanding  options  exceeds 10% of the Portfolio's  total assets,  although no
more than 5% will be committed  to  transactions  entered  into for  non-hedging
purposes.  The  Portfolio  may  purchase  and sell put and call options on stock
indexes in order to increase its gross income or to hedge its portfolio  against
price fluctuations.

   The writing and purchase of options is a highly  specialized  activity  which
involves  investment  techniques and risks different from those  associated with
ordinary portfolio securities transactions. Additional discussion of these risks
and techniques is included in the Statement of Additional Information.


STOCK INDEX FUTURES AND OPTIONS ON
STOCK INDEX FUTURES

   The Alger  American  Leveraged  AllCap  Portfolio may purchase and sell stock
index  futures  contracts and options on stock index  futures  contracts.  These
investments may be made only for hedging,  not  speculative,  purposes.  Hedging
transactions are made to reduce the risk of price fluctuations.
   
     There can be no assurance of the Portfolio's  successful use of stock index
futures as a hedging device.  If Alger  Management uses a hedging  instrument at
the wrong time or judges market conditions  incorrectly,  hedging strategies may
reduce the Portfolio's return. The Portfolio could also experience losses if the
prices of its futures and options  positions were not correlated  with its other
investments  or if it could not  close out a  position  because  of an  illiquid
market for the future or option.

PORTFOLIO TURNOVER

   
   Portfolio changes will generally be made without regard to the length of time
a security  has been held or  whether a sale  would  result in a profit or loss.
Increased  portfolio turnover will have the effect of increasing the Portfolios'
brokerage and custodial expenses.
    

OTHER INVESTMENTS

   
   In addition to the securities and investment  techniques  listed above,  each
Portfolio  may  invest in bank and  thrift  obligations,  obligations  issued or
guaranteed  by the U.S.  Government  or by its  agencies  or  instrumentalities,
foreign bank  obligations and obligations of foreign branches of domestic banks,
and variable rate master demand notes. See "Investment  Objectives and Policies"
in the Statement of Additional Information.
    


                             MANAGEMENT OF THE FUND
ORGANIZATION

   The Fund was  organized  on April  6,  1988 as a  multi-series  Massachusetts
business  trust.  The Fund offers an  unlimited  number of shares of six series,
representing the shares of the Fund's portfolios including the Portfolios.

   Although the Fund is not required by law to hold annual shareholder meetings,
it may hold meetings from time to time on important  matters,  and  shareholders
have the right to call a meeting  to remove a Trustee  or to take  other  action
described in the Trust's Declaration of Trust. Shareholders of one Portfolio may
vote only on matters that affect that Portfolio.

   
   Under  normal  circumstances,  other than the shares  issued to Alger Inc. in
connection  with its  creation and initial  capitalization,  the Fund intends to
distribute its shares of the Portfolios to Participating Insurance Companies and
Plans,  so that  only  Participating  Insurance  Companies  and  their  separate
accounts and Plans will be considered  shareholders of the Portfolios.  Although
the Participating  Insurance Companies and their separate accounts and the Plans
are the shareholders or investors,  the Participating  Insurance  Companies will
pass through  voting  rights to their VA contract and VLI policy  holders.  Plan
sponsors  may or may not  pass  through  voting  rights  to  Plan  participants,
depending on the terms of the Plan's  governing  documents.  For a discussion of
voting  rights   please  refer  to  the   Participating   Insurance   Companies'
prospectuses or the Plan documents.
    

 
                                       4
<PAGE>

   When  matters  are  submitted  for  shareholder  vote,  shareholders  of each
Portfolio  will  have  one  vote for each  full  share  held and  proportionate,
fractional  votes for fractional  shares held. A separate vote of a portfolio of
the Fund is required on any matter affecting the portfolio on which shareholders
are entitled to vote,  such as approval of a  portfolio's  agreement  with Alger
Management.  Shareholders  of one portfolio are not entitled to vote on a matter
that does not affect that portfolio but that does require a separate vote of the
other portfolios.  There normally will be no annual meetings of shareholders for
the  purpose  of  electing  Trustees  unless  and until such time as less than a
majority of Trustees holding office have been elected by shareholders,  at which
time the  Trustees  then in office  will call a  shareholders'  meeting  for the
election of  Trustees.  Any  Trustee  may be removed  from office on the vote of
shareholders  holding at least two thirds of the Fund's  outstanding shares at a
meeting  called for that  purpose.  The  Trustees  are  required  to call such a
meeting  on the  written  request  of  shareholders  holding at least 10% of the
Fund's outstanding shares.

BOARD OF TRUSTEES

     The Fund is  governed  by a Board of  Trustees  which  is  responsible  for
protecting the interests of shareholders under  Massachusetts law. The Statement
of Additional  Information  contains general  background  information about each
Trustee and officer of the Fund.

INVESTMENT MANAGER

   Alger Management is the Fund's investment  manager and is responsible for the
overall  administration of the Fund,  subject to the supervision of the Board of
Trustees. Alger Management makes investment decisions for the Portfolios, places
orders to purchase and sell  securities on behalf of the  Portfolios and selects
broker-dealers  that, in its judgment,  provide prompt and reliable execution at
favorable  prices and reasonable  commission  rates. It is anticipated  that the
Fund's  distributor,  Fred  Alger & Company,  Incorporated  ("Alger  Inc."),  an
affiliate  of Alger  Management,  will serve as the Fund's  broker in  effecting
substantially  all of the Portfolios'  transactions on securities  exchanges and
will retain commissions in accordance with certain regulations of the Securities
and Exchange  Commission.  In addition,  Alger Management  employs  professional
securities analysts who provide research services  exclusively to the Portfolios
and other  accounts  for  which  Alger  Management  or its  affiliates  serve as
investment adviser or subadviser.
   

   
     Alger Management has been in the business of providing  investment advisory
services since 1964 and, as of December 31, 1995, had approximately $4.8 billion
under management, $3.0 billion in mutual fund accounts and $1.8 billion in other
advisory  accounts.  Alger  Management  is owned by Alger Inc.  which in turn is
owned by Alger Associates,  Inc., a financial services holding company.  Fred M.
Alger,  III and his brother,  David D. Alger,  are the majority  shareholders of
Alger  Associates,  Inc.  and may be  deemed to  control  that  company  and its
subsidiaries.
    


PORTFOLIO MANAGERS


     David D. Alger,  Seilai Khoo and Ronald  Tartaro are primarily  responsible
for the day-to-day  management of the Portfolios of the Fund. Mr. Alger has been
employed  by Alger  Management  as  Executive  Vice  President  and  Director of
Research  since 1971 and as President  since 1995. Ms. Khoo has been employed by
Alger  Management as a senior  research  analyst since 1989 and as a Senior Vice
President  since 1995.  Mr.  Tartaro has been employed by Alger  Management as a
senior  research  analyst since 1990 and as a Senior Vice President  since 1995.
Mr. Alger,  Ms. Khoo and Mr. Tartaro also serve as portfolio  managers for other
mutual funds and investment accounts managed by Alger Management.

     Alger Management  personnel  ("Access  Persons") are permitted to engage in
personal securities  transactions  subject to the restrictions and procedures of
the  Fund's  Code of Ethics.  Pursuant  to the Code of  Ethics,  Access  Persons
generally must preclear all personal  securities  transactions  prior to trading
and are subject to certain  prohibitions on personal trading. You can get a copy
of the Fund's Code of Ethics by calling the Fund  toll-free  at (800)  992-3863.


FEES

   Each Portfolio pays Alger Management a management fee computed daily and paid
monthly  at annual  rates  based on a  percentage  of the value of the  relevant
Portfolio's  average  daily  net  assets,  as  follows:   Alger  American  Small
Capitalization  Portfolio and Alger American  Leveraged  AllCap  Portfolio-.85%;
Alger   American   MidCap   Growth   Portfolio-.80%;   Alger   American   Growth
Portfolio-.75%. The management fees paid by the Portfolios are higher than those

                                       5
<PAGE>

paid by most other investment companies;  however, such fees do not exceed those
paid by funds with similar investment objectives.

   
   From time to time Alger Management or its affiliates may compensate insurance
companies or their  affiliates whose customers hold shares of the Portfolios for
providing  a  variety  of  record-keeping,   administrative,   marketing  and/or
shareholder support services. This compensation,  which may be paid at a rate of
up to .30% of the net asset value of shares held by those customers will be paid
from Alger Management's own resources and not from the assets of the Fund.
    

EXPENSES

   Each  Portfolio  pays  expenses  related  to its  daily  operations,  such as
management fees, brokerage fees, custodian fees, Trustees' fees, transfer agency
fees and legal and auditing costs.  Alger Management has agreed to reimburse the
Portfolios to the extent that the annual operating expenses (excluding interest,
taxes,  fees for  brokerage  services and  extraordinary  expenses) of the Alger
American Small Capitalization  Portfolio exceed 1.50%; the Alger American Growth
Portfolio exceed 1.50%; the Alger American MidCap Growth Portfolio exceed 1.50%;
and the Alger American  Leveraged  AllCap  Portfolio exceed 1.50% of the average
daily net assets of the  applicable  Portfolio for any fiscal year. In addition,
from time to time,  Alger  Management,  in its sole  discretion  and as it deems
appropriate,  may assume certain expenses of one or more of the Portfolios while
retaining  the ability to be  reimbursed  by the  applicable  Portfolio for such
amounts  prior to the end of the  fiscal  year.  This  will  have the  effect of
lowering the  applicable  Portfolio's  overall  expense  ratio and of increasing
yield to  investors,  or the  converse,  at the time such amounts are assumed or
reimbursed,  as the  case  may  be.  More  information  about  each  Portfolio's
investment  management  agreement and other  expenses paid by the  Portfolios is
included in the Statement of Additional Information.

   The Statement of Additional Information contains information about the Fund's
brokerage policies and practices.


DISTRIBUTOR

     Alger Inc. serves as the Fund's distributor and also distributes the shares
of other mutual funds managed by Alger Management.

TRANSFER AGENT

   Alger Shareholder Services, Inc., an affiliate of Alger Management, serves as
transfer agent for the Fund.


                                 NET ASSET VALUE

   The price of one share of a Portfolio is its "net asset value." The net asset
value is computed by adding the value of the Portfolio's  investments  plus cash
and other  assets,  deducting  liabilities  and then  dividing the result by the
number of its  shares  outstanding.  The net asset  value of each  Portfolio  is
calculated  on each day the New York Stock  Exchange  is open as of the close of
business (normally 4:00 p.m. Eastern time).


                            PURCHASES AND REDEMPTIONS

   Contract or policy holders or Plan participants  would not deal directly with
the Fund  regarding  the purchase or redemption  of a  Portfolio's  shares.  The
separate  accounts of the  Participating  Insurance  Companies  place  orders to
purchase and redeem shares of each Portfolio  based on, among other things,  the
amount of  premium  payments  to be  invested  and the amount of  surrender  and
transfer  requests (as defined in the  prospectuses  describing the VA contracts
and VLI policies issued by the Participating Insurance Companies) to be effected
on that day pursuant to VA contracts  and VLI policies.  Plan trustees  purchase
Portfolio shares. Plan participants cannot contact the Fund directly to purchase
shares of the Portfolios but may invest in shares of the Portfolios only through
their Plan.  Participants  should  contact  their Plan  sponsor for  information
concerning the appropriate procedure for investing in the Fund.

   Orders received by the Fund or the Fund's transfer agent are effected on days
on which the NYSE is open for trading.  For orders  received before the close of
regular  trading on the NYSE,  purchases and  redemptions  of the shares of each
Portfolio are effected at the respective  net asset values per share  determined
as of the close of regular trading on the NYSE on that same day. Orders received
after  the  close  of  regular  trading  on the NYSE  are  effected  at the next
calculated  net asset value.  See "Net Asset Value." All orders for the purchase
of shares are  subject to  acceptance  or  rejection  by the Fund.  Payment  for
redemptions  will be made by the Fund's transfer agent on behalf of the Fund and
the relevant  Portfolios  within  seven days after the request is received.  The
Fund does not  assess  any fees,  either  when it sells or when it  redeems  its

                                       6
<PAGE>

shares. Surrender charges, mortality and expense risk fees and other charges may
be assessed by Participating  Insurance  Companies under the VA contracts or VLI
policies.  These  fees  should  be  described  in  the  Participating  Insurance
Companies'  prospectuses.  Any charges assessed by the Plans should be described
in the Plan documents.


                           DIVIDENDS AND DISTRIBUTIONS

   
   Each  Portfolio  will be treated  separately  in  determining  the amounts of
dividends of  investment  income and  distributions  of capital gains payable to
holders  of its  shares.  Dividends  and  distributions  will  be  automatically
reinvested  on the payment  date for each  shareholder's  account in  additional
shares of the  Portfolio  that paid the  dividend or  distribution  at net asset
value or, in the case of VA contracts and VLI policies,  will be paid in cash at
the election of the Participating Insurance Company. Dividends of the Portfolios
will be declared and paid annually.  Distributions  of any net realized  capital
gains earned by a Portfolio usually will be made annually after the close of the
fiscal year in which the gains are earned. Participating Insurance Companies and
Plans  will be  informed  about  the  amount  and  character  of  dividends  and
distributions from the relevant Portfolio for federal income tax purposes.
    

                                      TAXES

   Each Portfolio  will be treated as a separate  taxpayer with the result that,
for  federal  income tax  purposes,  the  amounts of net  investment  income and
capital gains earned will be determined on a Portfolio-by-Portfolio (rather than
on a Fund-wide) basis.

   The Fund intends that each Portfolio will qualify  separately as a "regulated
investment company" (within the meaning of the Internal Revenue Code of 1986, as
amended) for each taxable year of each Portfolio. If so qualified, and providing
certain  distribution  requirements  are met, a Portfolio will not be subject to
federal  income tax on its net  investment  income and net capital gains that it
distributes to its shareholders.
   
     Dividends paid from net investment income and distributions of net realized
short-term   capital  gains  are  treated  as  ordinary  income  earned  by  the
shareholders of a Portfolio.  Distributions  of net long-term  capital gains are
treated as such by shareholders for federal income tax purposes.  Federal income
taxation of separate  accounts of life insurance  companies,  VA contracts,  VLI
policies and of the Plans is discussed in the prospectuses of the  Participating
Insurance  Companies and in the Plan documents.  With respect to participants in
the Plans,  dividends from net investment  income and net realized capital gains
will  ordinarily not be subject to taxation until such dividends are distributed
to such participants from their Plan accounts.

                                   PERFORMANCE

   The  Portfolios   advertise   different  types  of  yield  and  total  return
performance.  All performance  figures are based on historical  earnings and are
not  intended to indicate  future  performance.  Further  information  about the
Fund's performance is contained in its Annual Report to Shareholders,  which may
be obtained without charge by contacting the Fund.

   Each Portfolio may include quotations of its "total return" in advertisements
or reports to shareholders or prospective  investors.  Total return figures show
the  aggregate  or  average  percentage  change in value of an  investment  in a
Portfolio  from the  beginning  date of the  measuring  period to the end of the
measuring period.  These figures reflect changes in the price of the Portfolio's
shares and assume that any income dividends  and/or capital gains  distributions
made by the  Portfolio  during  the  period  were  reinvested  in  shares of the
Portfolio. Figures will be given for recent 1, 5 and 10 year periods, and may by
given for other periods as well (such as from  commencement  of the  Portfolio's
operations,  or on a year-by-year  basis) and may utilize dollar cost averaging.
The Portfolio may also use "aggregate" total return figures for various periods,
representing  the  cumulative  change in value of an investment in the Portfolio
for the specific period (again  reflecting  changes in Portfolio share price and
assuming reinvestment of dividends and distributions) as well as "actual annual"
and  "annualized"  total return figures.  Total returns may be shown by means of
schedules,  charts  or  graphs,  and  may  indicate  subtotals  of  the  various
components of total return (i.e., change in value of initial investment,  income
dividends and capital  gains  distributions).  "Total  return" and "yield" for a
Portfolio will vary based on changes in market  conditions.  In addition,  since
the  deduction  of a  Portfolio's  expenses is reflected in the total return and
yield  figures,  "total return" and "yield" will also vary based on the level of
the Portfolio's expenses.

   The Statement of Additional  Information further describes the method used to
determine the yields and total return figures. Current yield and/or total return
quotations may be obtained by contacting the Fund.

                                       7
<PAGE>

   The actual  return of a holder of a VA  contract  or VLI policy  will also be
affected by charges imposed by the separate accounts of Participating  Insurance
Companies or, in the case of Plan participants, by any charges imposed under the
Plan.

                                  INVESTOR AND
                             SHAREHOLDER INFORMATION


    Investors and  shareholders may contact the Fund toll-free at (800) 992-3863
for further information regarding the Fund and the Portfolios, including current
performance  quotations,  as well as for assistance in selecting a Portfolio and
obtaining a Statement of Additional Information.  Holders of VA contracts or VLI
policies issued by Participating  Insurance  Companies and participants in Plans
for which  shares  of one or more  Portfolios  are the  investment  vehicle  may
receive from the  Participating  Insurance  Companies or Plan sponsor  unaudited
semi annual financial  statements and year-end  financial  statements audited by
the Fund's independent public accountants. Each report will show the investments
owned by each of the  Portfolios  and the market values of the  investments  and
will provide other  information  about the Fund and its  operations.  The Fund's
Annual Report contains additional performance  information and is available upon
request and without charge by contacting the Fund at the toll-free number listed
above.


                                       8
<PAGE>



                             THE
                           ALGER     MEETING THE CHALLENGE
                        AMERICAN     OF INVESTING
                            FUND     

No  person  has  been  authorized  to  give  any  information  or  to  make  any
representations  other than those  contained in this Prospectus or the Statement
of Additional  Information in connection with the offering of the Fund's shares,
and if given or made,  such other  information  or  representations  must not be
relied on as  having  been  authorized  by the Fund.  This  Prospectus  does not
constitute an offer in any state in which,  or to any person to whom, such offer
may not lawfully be made.


         --------------------------------------------------------------


INVESTMENT MANAGER:                     TRANSFER AGENT:                  
Fred Alger Management, Inc.             Alger Shareholder Services, Inc. 
75 Maiden Lane                          30 Montgomery Street             
New York, New York 10038                Box 2001                         
                                        Jersey City, New Jersey 07302    
DISTRIBUTOR:                                                             
Fred Alger & Company,                   INDEPENDENT PUBLIC ACCOUNTANTS:  
Incorporated                            Arthur Andersen LLP              
30 Montgomery Street                    1345 Avenue of the Americas      
Jersey City, New Jersey 07302           New York, New York 10105         
                                                                         
                                        


<PAGE>


   
PROSPECTUS
- ----------





                             THE
                           ALGER     75 MAIDEN LANE
                        AMERICAN     NEW YORK, NEW YORK 10038
                            FUND     (800) 992-FUND (992-3863)
    



   The Alger American Fund is a registered  investment  company -- a mutual fund
- -- that presently offers interests in six portfolios. This Prospectus sets forth
information about three of these portfolios (the  "Portfolios").  Each Portfolio
has distinct investment objectives and policies and a shareholder's  interest is
limited to the  Portfolio in which he or she owns shares.  The three  Portfolios
discussed in this Prospectus are:


              o  Alger American Small Capitalization Portfolio
              o  Alger American Growth Portfolio
              o  Alger American MidCap Growth Portfolio

              
   Shares  of the  Portfolios  are  offered  as a  pooled  funding  vehicle  for
insurance  companies  writing  all  types of  variable  annuity  contracts  ("VA
contracts") and variable life insurance  policies ("VLI  policies") and are also
offered directly to qualified  pension and retirement  plans (the "Plans").  See
"The Portfolios."

   SHARES OF THE PORTFOLIOS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY ANY BANK,  AND THE SHARES ARE NOT  FEDERALLY  INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY.


   
  This  Prospectus,  which  should be retained  for future  reference,  contains
important  information  that you should  know before  investing.  Please read it
along with the  prospectuses  issued by the insurance  companies with respect to
the VA contracts  and VLI policies or with the Plan  documents.  A "Statement of
Additional  Information" dated May 1, 1996 containing further  information about
The  Alger  American  Fund  has been  filed  with the  Securities  and  Exchange
Commission  and  is  incorporated  by  reference  into  this  Prospectus.  It is
available at no charge by contacting  The Alger  American Fund at the address or
phone number above.
    




            FRED ALGER                           FRED ALGER
           MANAGEMENT,  INVESTMENT MANAGER        & COMPANY,   DISTRIBUTOR
                  INC.                          INCORPORATED
                    



- --------------------------------------------------------------------------------
          THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
           SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
            COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
               OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
               ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRE-
                SENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------
                                   May 1, 1996


                                       
<PAGE>
                                    CONTENTS

                                                  Page                         
                                                 -----                         

Portfolio Expenses.............................   iii
Financial Highlights...........................    iv
The Portfolios.................................     1
Participating Insurance Companies and Plans....     1
Investment Objectives and Policies.............     1
  Alger American Small Capitalization
    Portfolio..................................     1
  Alger American Growth Portfolio..............     2
  Alger American MidCap Growth
    Portfolio..................................     2


                                                  Page                         
                                                 -----                         
Investment Practices...........................     2
Management of the Fund.........................     3
Net Asset Value................................     5
Purchases and Redemptions......................     5
Dividends and Distributions....................     6
Taxes..........................................     6
Performance....................................     6
Investor and Shareholder Information...........     7



                                      ii
<PAGE>

                               PORTFOLIO EXPENSES


   
   The Table below is designed to assist you in understanding  the various costs
and  expenses  that you will bear as a  shareholder.  The Table does not reflect
charges and deductions which are, or may be, imposed under the VA contracts, VLI
policies or Plans;  such charges and  deductions are described in the prospectus
for the VA contract or VLI policy  accompanying  this  Prospectus or in the Plan
documents.
    

   The  Example  below  shows the amount of  expenses  you would pay on a $1,000
investment in the  Portfolios.  These  amounts  assume the  reinvestment  of all
dividends and distributions and payment by the Portfolios of operating  expenses
as shown in the Table under Annual Fund  Operating  Expenses.  The Example is an
illustration only and actual expenses may be greater or less than those shown.
<TABLE>
<CAPTION>

                                                        Alger                            Alger        
                                                      American           Alger         American       
                                                        Small          American         MidCap        
                                                   Capitalization       Growth          Growth        
                                                      Portfolio        Portfolio       Portfolio      

<S>                                                     <C>              <C>             <C>          
Shareholder Transaction Expenses
Maximum Sales Load Imposed on
   Purchases.....................................       None             None            None         
Maximum Sales Load Imposed
  on Reinvested Dividends........................       None             None            None         
Deferred Sales Load..............................       None             None            None         
Redemption Fees..................................       None             None            None         
Annual Fund Operating Expenses
  (as a percentage of average net assets)


Management Fees..................................        .85%             .75%            .80%        
12b-1 Fees.......................................         --               --              --         
Other Expenses...................................        .07%             .10%            .10%        

Total Fund Expenses .............................        .92%             .85%            .90%        
                                                         ===              ===             ===         

Example
You would pay the following expenses on a $1,000 investment, assuming (1) 5%
   annual return and (2) redemption at the end of each time period:


One Year.......................................         $  9            $   9            $  9         
Three Years....................................           29               27              29         
Five Years.....................................           51               47              50         
Ten Years......................................          113              105             111         


</TABLE>


                                       iii
<PAGE>

                              FINANCIAL HIGHLIGHTS


   The Financial  Highlights  for the years ended December 31, 1990 through 1995
have  been  audited  by Arthur  Andersen  LLP,  the  Fund's  independent  public
accountants,  as indicated in their report dated  February 5, 1996 on the Fund's
financial  statements  as of December  31, 1995 which are included in the Fund's
Statement of Additional Information.  The Financial Highlights should be read in
conjunction  with  the  Fund's  financial  statements  and  notes  thereto.  The
Financial  Highlights,  with the exception of the total return information,  for
the  periods  ended  December  31,  1989 and 1988  have  been  audited  by other
independent accountants,  who have expressed an unqualified opinion thereon. The
Statement  of  Additional  Information  may be  obtained  from the Fund  without
charge.


THE ALGER AMERICAN FUND
GROWTH PORTFOLIO
Financial Highlights
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD
<TABLE>
<CAPTION>



                                                          Year Ended December 31,
                                  -------------------------------------------------------------------
                                     1995        1994     1993       1992      1991      1990    1989(ii)
                                    ------     --------  -------   -------   -------   ------   ---------
<S>                                 <C>        <C>       <C>       <C>       <C>       <C>      <C>

Net asset value, beginning of year  $  23.13      24.67  $ 20.17   $ 18.00   $ 12.86   $12.41   $  10.00
                                    --------   --------  -------   -------   -------   ------   ---------
Net investment income.........          0.02       0.07     0.03      0.03      0.08(i)  0.07        0.09
Net realized and unrealized gain               
  on investments..............          8.33       0.15     4.50      2.19      5.11     0.44        2.32
                                    --------   --------  -------   -------   -------   ------   ---------
  Total from investment                        
     operations...............          8.35       0.22     4.53      2.22      5.19     0.51        2.41
                                    --------   --------  -------   -------   -------   ------   ---------
Dividends from net investment                  
  income......................         (0.07)     (0.03)   (0.03)    (0.03)    (0.05)   (0.06)         --
Distributions from net realized                
   gains......................         (0.25)     (1.73)      --     (0.02)       --       --          --
                                    --------   --------  -------   -------   -------   ------   ---------
  Total Distributions.........         (0.32)     (1.76)   (0.03)    (0.05)    (0.05)   (0.06)       --
                                    --------   --------  -------   -------   -------   ------   ---------
Net asset value, end of year..      $  31.16   $  23.13  $ 24.67   $ 20.17   $ 18.00   $12.86   $   12.41
                                    ========   ========  =======   =======   =======   ======   =========
Total Return..................         36.37%      1.45%   22.47%    12.38%    40.39%    4.14%      24.10%(iii)
                                    ========   ========  =======   =======   =======   ======   =========
Ratios and Supplemental Data:                  
  Net assets, end of year                      
    (000's omitted)...........      $502,974   $150,390  $74,878   $30,316   $10,094   $1,228   $     171
                                    ========   ========  =======   =======   =======   ======   =========
                                    
   
  Ratio of expenses to average                 
    net assets................          0.85%      0.86%    0.97%     0.99%     1.29%    1.50%       1.50%
                                    ========    =======  =======   =======   =======   ======   =========
  Decrease reflected in above                  
    expense ratios due to                 
    expense reimbursements....            --         --       --        --        --      2.31%     7.32%
                                    ========    =======  =======   =======   =======   =======   ========
  Ratio of net investment income               
    to average net assets.....          0.18%      0.48%    0.25%     0.33%     0.52%     1.69%      1.30%
                                    ========    =======  =======   =======   =======   =======   ========
  Portfolio Turnover Rate.....        118.33%    111.76%  112.64%    63.91%    58.95%    86.77%     79.59%
                                    ========    =======  =======   =======   =======   =======   ========
    

</TABLE>                          




 (i)  Amount was computed based on average shares outstanding during the period.
(ii)  For the period January 9, 1989 (commencement of operations) to December
      31, 1989. Ratios have been annualized; total return has not been
      annualized.
(iii) Unaudited.

                                       iv
<PAGE>

<TABLE>
<CAPTION>


THE ALGER AMERICAN FUND
SMALL CAPITALIZATION PORTFOLIO
Financial Highlights
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD



   
                                                        Year Ended December 31,
                          -------------------------------------------------------------------------------------- 
                            1995        1994        1993      1992        1991      1990       1989      1988(iii)
                          --------   --------   --------   --------    -------    -------    -------     ------- 
<S>                       <C>        <C>        <C>        <C>         <C>        <C>        <C>         <C>
    

Net asset value,                               
  beginning of year...    $  27.31   $  30.88   $  27.26   $ 26.79     $ 17.02    $ 15.79    $  9.60     $10.00
                          --------   --------   --------   --------    -------    -------    -------     ------ 
Net investment                       
  income (loss).......       (0.09)    (0.03)(i)   (0.05)     (0.06)     (0.03)      0.02       0.04       0.06
Net realized and          --------   --------   --------   --------    -------    -------    -------     ------ 
                           
   unrealized gain                   
  (loss) on investments      12.19      (1.45)      3.67       0.91       9.82       1.35       6.15      (0.40)
                          --------   --------   --------   --------    -------    -------    -------     ------ 
                                     
  Total from investment     
    operations........       12.10      (1.48)      3.62       0.85       9.79       1.37       6.19      (0.34)
                          --------   --------   --------   --------    -------    -------    -------     ------ 
Dividends from net                   
  investment income...          --        --         --          --      (0.02)     (0.01)        --      (0.06)
Distributions from net    --------   --------   --------   --------    -------    -------    -------     ------ 
                            
   realized gains.....          --      (2.09)       --       (0.38)        --      (0.13)        --        --
                          --------   --------   --------   --------    -------    -------    -------     ------ 
  Total Distributions.          --      (2.09)       --       (0.38)     (0.02)     (0.14)        --      (0.06)
                          --------   --------   --------   --------    -------    -------    -------     ------ 
Net asset value, end                 
  of year.............    $  39.41   $  27.31   $  30.88   $  27.26    $ 26.79    $ 17.02    $ 15.79     $ 9.60
                          ========   ========   ========   ========    =======    =======    =======     ====== 
                                   
Total Return..........       44.31%    (4.38%)    13.28%      3.55%     57.54%      8.71%      64.48%(ii)  3.35%(ii)
                          ========   ========   ========   ========    =======    =======    =======     ====== 
                                     
Ratios and                           
  Supplemental Data:      
   Net assets, end of year
    (000's omitted)...    $984,212   $397,037   $238,850   $135,718    $56,798    $ 7,149    $   569     $   39
                          ========   ========   ========   ========    =======    =======    =======     ====== 
                                     
  Ratio of expenses to    
     average net assets       0.92%      0.96%      1.03%      0.98%      1.06%      1.50%      1.50%      1.50%
                          ========   ========   ========   ========    =======    =======    =======     ====== 
                                     
  Decrease reflected in              
    above expense ratios             
    due to expense        
    reimbursements....          --        --         --         --         --       0.33%      9.15%      12.31%
                          ========   ========   ========   ========    ======     ======     ======      ======
                                     
  Ratio of net investment            
    income (loss) to       
    average net assets       (0.48%)    (0.10%)    (0.35%)    (0.37%)   (0.12%)     0.50%      1.11%       2.27%
                          ========   ========   ========   ========    ======     ======     ======      ======
                                                         
  Portfolio Turnover              
    Rate..............       80.66%    117.61%    148.07%    108.06%    125.90%    132.46%    133.61%     20.86%
                          ========   ========   ========     ======     ======     ======     ======      ===== 

</TABLE>


 (i) Amount was computed based on average shares outstanding during the period.
(ii) Unaudited.
(iii)For the period September 21, 1988 (commencement of operations) to December
     31, 1988. Ratios have been annualized; total return has not been
     annualized.

                                       v
<PAGE>

THE ALGER AMERICAN FUND
MIDCAP GROWTH PORTFOLIO
Financial Highlights
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD
<TABLE>
<CAPTION>



                                                                                            From May 3, 1993
                                                                                            (commencement of
                                                                 Year Ended December 31,       operations)
                                                                 -----------------------
                                                                   1995         1994     to December 31, 1993(i)
                                                                 --------    --------    -----------------------
<S>                                                              <C>         <C>                 <C>    

Net asset value, beginning of year........................       $  13.46    $  13.72            $ 10.00
                                                                 --------    --------            -------
Net investment income (loss)..............................          (0.03)       0.00(ii)          (0.02)
Net realized and unrealized gain (loss) on investments....           6.01       (0.21)              3.88
                                                                 --------    --------            -------
  Total from investment operations........................           5.98       (0.21)              3.86
Distributions from net realized gains.....................             --       (0.05)             (0.14)
                                                                 --------    --------            -------
Net asset value, end of year..............................       $  19.44    $  13.46            $ 13.72
                                                                 ========    ========            =======
Total Return..............................................          44.45%      (1.54%)            38.67%
                                                                 ========    ========            =======
                                                                  
                                                                           
Ratios and Supplemental Data:                                    
  Net assets, end of year (000's omitted).................       $185,349     $62,178            $21,301
                                                                 ========    ========            =======
                                                                 
  Ratio of expenses to average net assets.................           0.90%       0.97%              1.50%
                                                                 ========    ========            =======
                                                                           
  Decrease reflected in above expense ratios                     
    due to expense reimbursements.........................             --          --               0.03%
                                                                 ========    ========            =======
                                                                           
  Ratio of net investment income (loss) to                       
    average net assets....................................          (0.25%)      0.03%             (0.58%)
                                                                 ========    ========            =======
                                                                 
  Portfolio Turnover Rate.................................         104.74%      83.96%             67.22%
                                                                 ========    ========            =======


</TABLE>                                                                  

                                                                 
(i) Ratios have been annualized; total return has not been annualized.
(ii)Amount was computed based on average shares outstanding during the period.



                                       vi
<PAGE>


                                 THE PORTFOLIOS


   The Portfolios are designed to permit insurance companies that issue variable
annuity  contracts ("VA  contracts") and variable life insurance  policies ("VLI
policies") to offer contract and policy  holders the  opportunity to participate
in the  performance  of one or more of the  Portfolios.  The  Fund may also be a
funding vehicle for qualified  pension and retirement  plans (the "Plans") which
elect to make the Fund an investment option for Plan participants.


   The Fund is a diversified, open-end management investment company that offers
a selection of six portfolios,  each having distinct  investment  objectives and
policies.  The Fund's Board of Trustees may establish  additional  portfolios at
any time.


                   PARTICIPATING INSURANCE COMPANIES AND PLANS


   The Portfolios  are intended to be funding  vehicles for VA contracts and VLI
policies  to be offered by the  separate  accounts  of  certain  life  insurance
companies  ("Participating  Insurance Companies") and Plans.  Individuals cannot
invest in a Portfolio  directly  but may do so only through a VA contract or VLI
policy or a Plan. The Fund currently does not foresee any  disadvantages  to the
holders  of VA  contracts  and VLI  policies  arising  from  the  fact  that the
interests of the holders of VA contracts  and VLI policies may differ,  that the
Participating  Insurance Companies may not be affiliated with each other or that
the Fund may offer its shares to Plans. Nevertheless, the Fund's Trustees intend
to monitor  events in order to identify  any material  irreconcilable  conflicts
which  may  possibly  arise  due  to  differences  of  tax  treatment  or  other
considerations,  and to  determine  what  action,  if any,  should  be  taken in
response  to such  conflicts.  If such a  conflict  were to  occur,  one or more
Participating  Insurance  Company separate  accounts or Plans might withdraw its
investment  in a  Portfolio,  which may cause the  Portfolio  to sell  portfolio
securities  at  disadvantageous  prices.  The VA contracts  and VLI policies are
described in the separate  prospectuses  issued by the  Participating  Insurance
Companies,  and the Plans are described in the Plan  documents made available by
the Plan sponsors.  The Fund assumes no responsibility  for such prospectuses or
Plan documents.



                              INVESTMENT OBJECTIVES
                                  AND POLICIES

   The investment  objectives and restrictions  summarized below are fundamental
which  means  that they may not be changed  without  shareholder  approval.  All
investment policies and practices  described  elsewhere in this Prospectus,  and
not explicitly  identified as fundamental,  are not  fundamental,  so the Fund's
Board of Trustees  may change them  without  shareholder  approval.  There is no
guarantee that any Portfolio's objectives will be achieved.


   As a matter of fundamental policy, no Portfolio will: (1) with respect to 75%
of its total assets,  invest more than 5% of its total assets in any one issuer,
except for obligations issued or guaranteed by the U.S. Government, its agencies
or instrumentalities  ("U.S. Government  securities");  (2) own more than 10% of
the outstanding  voting  securities of any company;  (3) invest more than 10% of
its net assets in securities  that are not readily  marketable and in repurchase
agreements  with maturities of more than seven days; (4) invest more than 25% of
its total assets in any one industry, except for U.S. Government securities; (5)
borrow money or pledge its assets,  except for temporary or emergency  purposes,
in an amount  exceeding  10% of its total  assets.  The  Statement of Additional
Information contains additional  investment  restrictions as well as information
on the Portfolios' investment practices.


ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO



   The investment objective of the Portfolio is long-term capital  appreciation.
Except during temporary defensive periods, the Portfolio invests at least 65% of
its  total  assets  in  equity  securities  of  companies  that,  at the time of
purchase,  have "total  market  capitalization"--present  market value per share
multiplied  by the  total  number  of  shares  outstanding--within  the range of
companies  included in the Russell 2000 Growth  Index,  updated  quarterly.  The
Russell  2000  Growth  Index is  designed  to  track  the  performance  of small
capitalization   companies.   As  of  March  31,  1996,   the  range  of  market
capitalization  of  these  companies  was $20  million  to  $3.04  billion.  The
Portfolio  may  invest up to 35% of its total  assets  in equity  securities  of
companies that,



 
                                       1
<PAGE>


at the time of purchase,  have total market capitalization  outside the range of
companies included in the Russell 2000 Growth Index and in excess of that amount
(up to 100% of its assets) during temporary defensive periods.


ALGER AMERICAN GROWTH PORTFOLIO

   The investment objective of the Portfolio is long-term capital  appreciation.
Except during temporary defensive periods, the Portfolio invests at least 65% of
its total assets in equity securities of companies that, at the time of purchase
of the securities, have total market capitalization of $1 billion or greater.

   The Portfolio  may invest up to 35% of its total assets in equity  securities
of companies that, at the time of purchase,  have total market capitalization of
less than $1 billion  and in excess of that  amount  (up to 100% of its  assets)
during temporary defensive periods.

ALGER AMERICAN MIDCAP GROWTH PORTFOLIO



   The investment objective of the Portfolio is long-term capital  appreciation.
Except during temporary defensive periods, the Portfolio invests at least 65% of
its total assets in equity securities of companies that, at the time of purchase
of the  securities,  have  total  market  capitalization  within  the  range  of
companies  included  in the S&P  MidCap 400 Index,  updated  quarterly.  The S&P
MidCap 400 Index is designed to track the  performance of medium  capitalization
companies.  As of March 31, 1996,  the range of market  capitalization  of these
companies was $153 million to $8.88 billion.  The Portfolio may invest up to 35%
of its total  assets in equity  securities  of  companies  that,  at the time of
purchase,  have  total  market  capitalization  outside  the range of  companies
included in the S&P MidCap 400 Index and in excess of that amount (up to 100% of
its assets) during temporary defensive periods.




IN GENERAL

   The  Portfolios  seek to achieve  their  objectives  by  investing  in equity
securities,  such as common or preferred stocks, or securities  convertible into
or  exchangeable  for equity  securities,  including  warrants  and rights.  The
Portfolios  will invest  primarily in companies  whose  securities are traded on
domestic stock exchanges or in the over-the-counter  market. These companies may
still be in the  developmental  stage,  may be older companies that appear to be
entering  a new stage of growth  progress  owing to factors  such as  management
changes  or  development  of  new  technology,  products  or  markets  or may be
companies providing products or services with a high unit volume growth rate. In
order  to  afford  the  Portfolios  the  flexibility  to take  advantage  of new
opportunities  for investments in accordance with their  investment  objectives,
they may hold up to 15% of their net  assets  in money  market  instruments  and
repurchase  agreements and in excess of that amount (up to 100% of their assets)
during  temporary  defensive  periods.  This  amount  may be  higher  than  that
maintained by other funds with similar investment objectives.


   Investing in smaller,  newer  issuers  generally  involves  greater risk than
investing  in larger,  more  established  issuers.  Companies in which the Alger
American  Small  Capitalization  Portfolio  is likely to invest may have limited
product lines, markets or financial resources and may lack management depth. The
securities in such companies may have limited  marketability  and may be subject
to more abrupt or erratic  market  movements  than  securities  of larger,  more
established  companies  or the  market  averages  in  general.  Accordingly,  an
investment in the  Portfolio may not be  appropriate  for all  investors.  These
risks may also apply to  investments  in  developmental  stage  companies by the
Alger American MidCap Growth Portfolio and the Alger American Growth Portfolio.


                              INVESTMENT PRACTICES

   The Portfolios  may use the investment  strategies and invest in the types of
securities  described  below,  which may involve certain risks. The Statement of
Additional  Information contains more detailed information about these practices
and information about other investment practices of the Portfolios.

REPURCHASE AGREEMENTS

   In a repurchase agreement, a Portfolio buys a
security  at one  price  and  simultaneously  agrees to sell it back at a higher
price.  In the  event of a  bankruptcy  or  default  of the  other  party to the
repurchase  agreement,  the  Portfolio  could  experience  costs  and  delays in
liquidating  the  underlying  security,  which  is held as  collateral,  and the
Portfolio might incur a loss if the value of the collateral held declines during
this period.

ILLIQUID AND RESTRICTED SECURITIES

   Under  the  policies  and  procedures  established  by the  Fund's  Board  of
Trustees, Fred Alger Management Inc. ("Alger Management"), the Fund's investment
manager,  determines the liquidity of the Portfolios'  investments.  Investments
may be illiquid  because of the absence of an active trading  market,  making it
difficult to sell promptly at an acceptable  price.  Each Portfolio may purchase
securities  eligible for resale under Rule 144A of the  Securities  Act of 1933.

                                       2
<PAGE>

This  rule  permits  otherwise  restricted  securities  to be  sold  to  certain
institutional  buyers.  The Fund will limit its purchases of these securities to
those which  Alger  Management,  under the  supervision  of the Fund's  Board of
Trustees,  determines  to be liquid.  A  restricted  security  is one that has a
contractual  restriction on its resale or which cannot be sold publicly until it
is registered under the Securities Act of 1933.

LENDING OF PORTFOLIO SECURITIES

   In order to generate income and to offset  expenses,  each Portfolio may lend
portfolio  securities with a value up to 33-1/3% of the Portfolio's total assets
to brokers,  dealers and other  financial  organizations.  Any such loan will be
continuously secured by collateral at least equal to the value of the securities
loaned. Such lending could result in delays in receiving  additional  collateral
or in the  recovery  of  the  securities  or  possible  loss  of  rights  in the
collateral should the borrower fail financially.

FOREIGN SECURITIES

   Each  Portfolio  may  invest  up to  20%  of  its  total  assets  in  foreign
securities.   Investing  in   securities   of  foreign   companies  and  foreign
governments,  which generally are denominated in foreign currencies, may involve
certain  risk and  opportunity  considerations  not  typically  associated  with
investing  in domestic  companies  and could cause the  Portfolio to be affected
favorably or unfavorably by changes in currency  exchange rates and revaluations
of currencies.

     Each Portfolio may purchase American  Depositary  Receipts ("ADRs") or U.S.
dollar-denominated  securities  of foreign  issuers that are not included in the
20% foreign  securities  limitation.  ADRs are receipts  issued by U.S. banks or
trust  companies in respect of securities of foreign issuers held on deposit for
use  in  the  U.S.  securities  markets.  While  ADRs  may  not  necessarily  be
denominated  in the same  currency  as the  securities  into  which  they may be
converted,  many of the risks associated with foreign  securities may also apply
to ADRs.



PORTFOLIO TURNOVER


   Portfolio changes will generally be made without regard to the length of time
a security  has been held or  whether a sale  would  result in a profit or loss.
Increased  portfolio turnover will have the effect of increasing the Portfolios'
brokerage and custodial expenses.


OTHER INVESTMENTS

   
   In addition to the securities and investment  techniques  listed above,  each
Portfolio  may  invest in bank and  thrift  obligations,  obligations  issued or
guaranteed  by the U.S.  Government  or by its  agencies  or  instrumentalities,
foreign bank  obligations and obligations of foreign branches of domestic banks,
and variable rate master demand notes. See "Investment  Objectives and Policies"
in the Statement of Additional Information.
    


                             MANAGEMENT OF THE FUND
ORGANIZATION

   The Fund was  organized  on April  6,  1988 as a  multi-series  Massachusetts
business  trust.  The Fund offers an  unlimited  number of shares of six series,
representing the shares of the Fund's portfolios including the Portfolios.

   Although the Fund is not required by law to hold annual shareholder meetings,
it may hold meetings from time to time on important  matters,  and  shareholders
have the right to call a meeting  to remove a Trustee  or to take  other  action
described in the Trust's Declaration of Trust. Shareholders of one Portfolio may
vote only on matters that affect that Portfolio.

   Under  normal  circumstances,  other than the shares  issued to Alger Inc. in
connection  with its  creation and initial  capitalization,  the Fund intends to
distribute its shares of the Portfolios to Participating Insurance Companies and
Plans,  so that  only  Participating  Insurance  Companies  and  their  separate
accounts and Plans will be considered  shareholders of the Portfolios.  Although
the Participating  Insurance Companies and their separate accounts and the Plans
are the shareholders or investors,  the Participating  Insurance  Companies will
pass through  voting  rights to their VA contract and VLI policy  holders.  Plan
sponsors  may or may not  pass  through  voting  rights  to  Plan  participants,
depending on the terms of the Plan's  governing  documents.  For a discussion of
voting  rights   please  refer  to  the   Participating   Insurance   Companies'
prospectuses or the Plan documents.

 
                                       3
<PAGE>

   When  matters  are  submitted  for  shareholder  vote,  shareholders  of each
Portfolio  will  have  one  vote for each  full  share  held and  proportionate,
fractional  votes for fractional  shares held. A separate vote of a portfolio of
the Fund is required on any matter affecting the portfolio on which shareholders
are entitled to vote,  such as approval of a  portfolio's  agreement  with Alger
Management.  Shareholders  of one portfolio are not entitled to vote on a matter
that does not affect that portfolio but that does require a separate vote of the
other portfolios.  There normally will be no annual meetings of shareholders for
the  purpose  of  electing  Trustees  unless  and until such time as less than a
majority of Trustees holding office have been elected by shareholders,  at which
time the  Trustees  then in office  will call a  shareholders'  meeting  for the
election of  Trustees.  Any  Trustee  may be removed  from office on the vote of
shareholders  holding at least two thirds of the Fund's  outstanding shares at a
meeting  called for that  purpose.  The  Trustees  are  required  to call such a
meeting  on the  written  request  of  shareholders  holding at least 10% of the
Fund's outstanding shares.

BOARD OF TRUSTEES

     The Fund is  governed  by a Board of  Trustees  which  is  responsible  for
protecting the interests of shareholders under  Massachusetts law. The Statement
of Additional  Information  contains general  background  information about each
Trustee and officer of the Fund.

INVESTMENT MANAGER

   Alger Management is the Fund's investment  manager and is responsible for the
overall  administration of the Fund,  subject to the supervision of the Board of
Trustees. Alger Management makes investment decisions for the Portfolios, places
orders to purchase and sell  securities on behalf of the  Portfolios and selects
broker-dealers  that, in its judgment,  provide prompt and reliable execution at
favorable  prices and reasonable  commission  rates. It is anticipated  that the
Fund's  distributor,  Fred  Alger & Company,  Incorporated  ("Alger  Inc."),  an
affiliate  of Alger  Management,  will serve as the Fund's  broker in  effecting
substantially  all of the Portfolios'  transactions on securities  exchanges and
will retain commissions in accordance with certain regulations of the Securities
and Exchange  Commission.  In addition,  Alger Management  employs  professional
securities analysts who provide research services  exclusively to the Portfolios
and other  accounts  for  which  Alger  Management  or its  affiliates  serve as
investment adviser or subadviser.
   


     Alger Management has been in the business of providing  investment advisory
services since 1964 and, as of December 31, 1995, had approximately $4.8 billion
under management, $3.0 billion in mutual fund accounts and $1.8 billion in other
advisory  accounts.  Alger  Management  is owned by Alger Inc.  which in turn is
owned by Alger Associates,  Inc., a financial services holding company.  Fred M.
Alger,  III and his brother,  David D. Alger,  are the majority  shareholders of
Alger  Associates,  Inc.  and may be  deemed to  control  that  company  and its
subsidiaries.



PORTFOLIO MANAGERS


     David D. Alger,  Seilai Khoo and Ronald  Tartaro are primarily  responsible
for the day-to-day  management of the Portfolios of the Fund. Mr. Alger has been
employed  by Alger  Management  as  Executive  Vice  President  and  Director of
Research  since 1971 and as President  since 1995. Ms. Khoo has been employed by
Alger  Management as a senior  research  analyst since 1989 and as a Senior Vice
President  since 1995.  Mr.  Tartaro has been employed by Alger  Management as a
senior  research  analyst since 1990 and as a Senior Vice President  since 1995.
Mr. Alger,  Ms. Khoo and Mr. Tartaro also serve as portfolio  managers for other
mutual funds and investment accounts managed by Alger Management.

     Alger Management  personnel  ("Access  Persons") are permitted to engage in
personal securities  transactions  subject to the restrictions and procedures of
the  Fund's  Code of Ethics.  Pursuant  to the Code of  Ethics,  Access  Persons
generally must preclear all personal  securities  transactions  prior to trading
and are subject to certain  prohibitions on personal trading. You can get a copy
of the Fund's Code of Ethics by calling the Fund  toll-free  at (800)  992-3863.


FEES


   Each Portfolio pays Alger Management a management fee computed daily and paid
monthly  at annual  rates  based on a  percentage  of the value of the  relevant
Portfolio's  average  daily  net  assets,  as  follows:   Alger  American  Small
Capitalization  Portfolio-.85%;  Alger  American  MidCap Growth  Portfolio-.80%;
Alger American Growth Portfolio-.75%. The management fees paid by the Portfolios
are higher than those paid by most other  investment  companies;  however,  such
fees do not exceed those paid by funds with similar investment objectives.

   From time to time Alger Management or its affiliates may compensate insurance
companies or their  affiliates whose customers hold shares of the Portfolios for
providing  a  variety  of  record-keeping,   administrative,   marketing  and/or
shareholder support services. This compensation,  which may be paid at a rate of


                                       4
<PAGE>


up to .30% of the net asset value of shares held by those customers will be paid
from Alger Management's own resources and not from the assets of the Fund.

EXPENSES


   Each  Portfolio  pays  expenses  related  to its  daily  operations,  such as
management fees, brokerage fees, custodian fees, Trustees' fees, transfer agency
fees and legal and auditing costs.  Alger Management has agreed to reimburse the
Portfolios to the extent that the annual operating expenses (excluding interest,
taxes,  fees for  brokerage  services and  extraordinary  expenses) of the Alger
American Small Capitalization  Portfolio exceed 1.50%; the Alger American Growth
Portfolio  exceed 1.50%;  and the Alger American MidCap Growth  Portfolio exceed
1.50% of the average daily net assets of the applicable Portfolio for any fiscal
year. In addition,  from time to time, Alger Management,  in its sole discretion
and as it deems  appropriate,  may assume certain expenses of one or more of the
Portfolios  while  retaining  the  ability to be  reimbursed  by the  applicable
Portfolio for such amounts  prior to the end of the fiscal year.  This will have
the effect of lowering the applicable  Portfolio's  overall expense ratio and of
increasing  yield to investors,  or the  converse,  at the time such amounts are
assumed  or  reimbursed,  as the  case  may  be.  More  information  about  each
Portfolio's  investment  management  agreement  and other  expenses  paid by the
Portfolios is included in the Statement of Additional Information.


   The Statement of Additional Information contains information about the Fund's
brokerage policies and practices.


DISTRIBUTOR

     Alger Inc. serves as the Fund's distributor and also distributes the shares
of other mutual funds managed by Alger Management.

TRANSFER AGENT

   Alger Shareholder Services, Inc., an affiliate of Alger Management, serves as
transfer agent for the Fund.


                                 NET ASSET VALUE

   
   The price of one share of a Portfolio is its "net asset value." The net asset
value is computed by adding the value of the Portfolio's  investments  plus cash
and other  assets,  deducting  liabilities  and then  dividing the result by the
number of its  shares  outstanding.  The net asset  value of each  Portfolio  is
calculated  on each day the New York Stock  Exchange  ("NYSE") is open as of the
close of business (normally 4:00 p.m. Eastern time).
    


                            PURCHASES AND REDEMPTIONS

   Contract or policy holders or Plan participants  would not deal directly with
the Fund  regarding  the purchase or redemption  of a  Portfolio's  shares.  The
separate  accounts of the  Participating  Insurance  Companies  place  orders to
purchase and redeem shares of each Portfolio  based on, among other things,  the
amount of  premium  payments  to be  invested  and the amount of  surrender  and
transfer  requests (as defined in the  prospectuses  describing the VA contracts
and VLI policies issued by the Participating Insurance Companies) to be effected
on that day pursuant to VA contracts  and VLI policies.  Plan trustees  purchase
Portfolio shares. Plan participants cannot contact the Fund directly to purchase
shares of the Portfolios but may invest in shares of the Portfolios only through
their Plan.  Participants  should  contact  their Plan  sponsor for  information
concerning the appropriate procedure for investing in the Fund.

   Orders received by the Fund or the Fund's transfer agent are effected on days
on which the NYSE is open for trading.  For orders  received before the close of
regular  trading on the NYSE,  purchases and  redemptions  of the shares of each
Portfolio are effected at the respective  net asset values per share  determined
as of the close of regular trading on the NYSE on that same day. Orders received
after  the  close  of  regular  trading  on the NYSE  are  effected  at the next
calculated  net asset value.  See "Net Asset Value." All orders for the purchase
of shares are  subject to  acceptance  or  rejection  by the Fund.  Payment  for
redemptions  will be made by the Fund's transfer agent on behalf of the Fund and
the relevant  Portfolios  within  seven days after the request is received.  The
Fund does not  assess  any fees,  either  when it sells or when it  redeems  its
shares. Surrender charges, mortality and expense risk fees and other charges may
be assessed by Participating  Insurance  Companies under the VA contracts or VLI
policies.  These  fees  should  be  described  in  the  Participating  Insurance
Companies'  prospectuses.  Any charges assessed by the Plans should be described
in the Plan documents.

                                       5
<PAGE>

                           DIVIDENDS AND DISTRIBUTIONS

   Each  Portfolio  will be treated  separately  in  determining  the amounts of
dividends of  investment  income and  distributions  of capital gains payable to
holders  of its  shares.  Dividends  and  distributions  will  be  automatically
reinvested  on the payment  date for each  shareholder's  account in  additional
shares of the  Portfolio  that paid the  dividend or  distribution  at net asset
value or, in the case of VA contracts and VLI policies,  will be paid in cash at
the election of the Participating Insurance Company. Dividends of the Portfolios
will be declared and paid annually.  Distributions  of any net realized  capital
gains earned by a Portfolio usually will be made annually after the close of the
fiscal year in which the gains are earned. Participating Insurance Companies and
Plans  will be  informed  about  the  amount  and  character  of  dividends  and
distributions from the relevant Portfolio for federal income tax purposes.

                                      TAXES

   Each Portfolio  will be treated as a separate  taxpayer with the result that,
for  federal  income tax  purposes,  the  amounts of net  investment  income and
capital gains earned will be determined on a Portfolio-by-Portfolio (rather than
on a Fund-wide) basis.

   The Fund intends that each Portfolio will qualify  separately as a "regulated
investment company" (within the meaning of the Internal Revenue Code of 1986, as
amended) for each taxable year of each Portfolio. If so qualified, and providing
certain  distribution  requirements  are met, a Portfolio will not be subject to
federal  income tax on its net  investment  income and net capital gains that it
distributes to its shareholders.
   
     Dividends paid from net investment income and distributions of net realized
short-term   capital  gains  are  treated  as  ordinary  income  earned  by  the
shareholders of a Portfolio.  Distributions  of net long-term  capital gains are
treated as such by shareholders for federal income tax purposes.  Federal income
taxation of separate  accounts of life insurance  companies,  VA contracts,  VLI
policies and of the Plans is discussed in the prospectuses of the  Participating
Insurance  Companies and in the Plan documents.  With respect to participants in
the Plans,  dividends from net investment  income and net realized capital gains
will  ordinarily not be subject to taxation until such dividends are distributed
to such participants from their Plan accounts.

                                   PERFORMANCE

   The  Portfolios   advertise   different  types  of  yield  and  total  return
performance.  All performance  figures are based on historical  earnings and are
not  intended to indicate  future  performance.  Further  information  about the
Fund's performance is contained in its Annual Report to Shareholders,  which may
be obtained without charge by contacting the Fund.

   Each Portfolio may include quotations of its "total return" in advertisements
or reports to shareholders or prospective  investors.  Total return figures show
the  aggregate  or  average  percentage  change in value of an  investment  in a
Portfolio  from the  beginning  date of the  measuring  period to the end of the
measuring period.  These figures reflect changes in the price of the Portfolio's
shares and assume that any income dividends  and/or capital gains  distributions
made by the  Portfolio  during  the  period  were  reinvested  in  shares of the
Portfolio. Figures will be given for recent 1, 5 and 10 year periods, and may by
given for other periods as well (such as from  commencement  of the  Portfolio's
operations,  or on a year-by-year  basis) and may utilize dollar cost averaging.
The Portfolio may also use "aggregate" total return figures for various periods,
representing  the  cumulative  change in value of an investment in the Portfolio
for the specific period (again  reflecting  changes in Portfolio share price and
assuming reinvestment of dividends and distributions) as well as "actual annual"
and  "annualized"  total return figures.  Total returns may be shown by means of
schedules,  charts  or  graphs,  and  may  indicate  subtotals  of  the  various
components of total return (i.e., change in value of initial investment,  income
dividends and capital  gains  distributions).  "Total  return" and "yield" for a
Portfolio will vary based on changes in market  conditions.  In addition,  since
the  deduction  of a  Portfolio's  expenses is reflected in the total return and
yield  figures,  "total return" and "yield" will also vary based on the level of
the Portfolio's expenses.

   The Statement of Additional  Information further describes the method used to
determine the yields and total return figures. Current yield and/or total return
quotations may be obtained by contacting the Fund.

   The actual  return of a holder of a VA  contract  or VLI policy  will also be
affected by charges imposed by the separate accounts of Participating  Insurance
Companies or, in the case of Plan participants, by any charges imposed under the
Plan.

                                       6
<PAGE>


                                  INVESTOR AND
                             SHAREHOLDER INFORMATION


    Investors and  shareholders may contact the Fund toll-free at (800) 992-3863
for further information regarding the Fund and the Portfolios, including current
performance  quotations,  as well as for assistance in selecting a Portfolio and
obtaining a Statement of Additional Information.  Holders of VA contracts or VLI
policies issued by Participating  Insurance  Companies and participants in Plans
for which  shares  of one or more  Portfolios  are the  investment  vehicle  may
receive from the  Participating  Insurance  Companies or Plan sponsor  unaudited
semi annual financial  statements and year-end  financial  statements audited by
the Fund's independent public accountants. Each report will show the investments
owned by each of the  Portfolios  and the market values of the  investments  and
will provide other  information  about the Fund and its  operations.  The Fund's
Annual Report contains additional performance  information and is available upon
request and without charge by contacting the Fund at the toll-free number listed
above.


                                       7
<PAGE>

   
                             THE
                           ALGER     MEETING THE CHALLENGE
                        AMERICAN     OF INVESTING
                            FUND     

No  person  has  been  authorized  to  give  any  information  or  to  make  any
representations  other than those  contained in this Prospectus or the Statement
of Additional  Information in connection with the offering of the Fund's shares,
and if given or made,  such other  information  or  representations  must not be
relied on as  having  been  authorized  by the Fund.  This  Prospectus  does not
constitute an offer in any state in which,  or to any person to whom, such offer
may not lawfully be made.


         --------------------------------------------------------------


INVESTMENT MANAGER:                     TRANSFER AGENT:                  
Fred Alger Management, Inc.             Alger Shareholder Services, Inc. 
75 Maiden Lane                          30 Montgomery Street             
New York, New York 10038                Box 2001                         
                                        Jersey City, New Jersey 07302    
DISTRIBUTOR:                                                             
Fred Alger & Company,                   INDEPENDENT PUBLIC ACCOUNTANTS:  
Incorporated                            Arthur Andersen LLP              
30 Montgomery Street                    1345 Avenue of the Americas      
Jersey City, New Jersey 07302           New York, New York 10105         
                                                                         
                                            
<PAGE>


PROSPECTUS
- ----------




                               THE |
                             ALGER | 75 Maiden Lane
                          AMERICAN | New York, NY 10038
                              FUND | (800)992-FUND (992-3863)




                  ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO
================================================================================



     The Alger American Fund (the "Fund") is a registered  investment company--a
mutual fund--that presently offers interests in six portfolios.  This Prospectus
sets forth information about the Alger American Small  Capitalization  Portfolio
(the  "Portfolio").  The  Portfolio  seeks  long-term  capital  appreciation  by
investing in a diversified,  actively  managed  portfolio of equity  securities,
primarily of  companies  with total  market  capitalization  within the range of
companies included in the Russell 2000 Growth Index.


   
   Shares of the Portfolio are offered as a pooled funding vehicle for insurance
companies  writing all types of variable annuity  contracts ("VA contracts") and
variable life insurance  policies ("VLI policies") and are also offered directly
to qualified pension and retirement plans (the "Plans"). See "The Alger American
Small Capitalization Portfolio."
    

     Shares of the Portfolio are not deposits or  obligations  of, or guaranteed
or endorsed by any bank, and the shares are not federally insured by the Federal
Deposit Insurance Corporation, the Federal Reserve Board, or any other agency.


     This Prospectus,  which should be retained for future  reference,  contains
important  information  that you should  know before  investing.  Please read it
along with the  prospectuses  issued by the insurance  companies with respect to
the VA contracts  and VLI policies or with the Plan  documents.  A "Statement of
Additional  Information" dated May 1, 1996 containing further  information about
all the portfolios of the Fund, including the Portfolio, has been filed with the
Securities and Exchange  Commission and is  incorporated  by reference into this
Prospectus.  It is available at no charge by contacting  the Fund at the address
or phone number above.



    FRED ALGER |                                FRED ALGER |
   MANAGEMENT, | INVESTMENT MANAGER             & COMPANY, | DISTRIBUTOR
          INC. |                              INCORPORATED |

- --------------------------------------------------------------------------------
          THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
           SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
            COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
               OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
                  ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
              REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------


                                   May 1, 1996
<PAGE>
- --------------------------------------------------------------------------------


                                    CONTENTS
                                                           Page
                                                           ----

      Portfolio Expenses .................................. iii

      Financial Highlights ................................  iv

      The Alger American Small Capitalization

        Portfolio .........................................   1

      Participating Insurance Companies and Plans .........   1

   
      Investment Objective and Policies ..................   1
    

      Investment Practices ................................   2


                                                            Page
                                                            ----


      Management of the Fund ..............................   3


      Net Asset Value .....................................   4

      Purchases and Redemptions ...........................   4


      Dividends and Distributions .........................   5


      Taxes ...............................................   5

      Performance .........................................   5

      Investor and Shareholder Information ................   5

- --------------------------------------------------------------------------------
  
                                       ii

<PAGE>
- --------------------------------------------------------------------------------

      PORTFOLIO EXPENSES

     The Table  below is  designed  to assist you in  understanding  the various
costs and  expenses  that you will  bear as a  shareholder.  THE TABLE  DOES NOT
REFLECT  CHARGES  AND  DEDUCTIONS  WHICH ARE,  OR MAY BE,  IMPOSED  UNDER THE VA
CONTRACTS,  VLI POLICIES OR PLANS;  SUCH CHARGES AND DEDUCTIONS ARE DESCRIBED IN
THE PROSPECTUS FOR THE VA CONTRACT OR VLI POLICY ACCOMPANYING THIS PROSPECTUS OR
IN THE PLAN DOCUMENTS.

     The Example  below  shows the amount of expenses  you would pay on a $1,000
investment  in the  Portfolio.  These  amounts  assume the  reinvestment  of all
dividends and distributions  and payment by the Portfolio of operating  expenses
as shown in the Table under Annual Portfolio Operating Expenses.  The Example is
an  illustration  only and  actual  expenses  may be  greater or less than those
shown.


SHAREHOLDER TRANSACTION EXPENSES

Maximum Sales Load Imposed on Purchases .................................  None

Maximum Sales Load Imposed on Reinvested Dividends ......................  None

Deferred Sales Load .....................................................  None

Redemption Fees .........................................................  None


ANNUAL PORTFOLIO OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE NET ASSETS)

Management Fees .........................................................  .85%

12b-1 Fees ..............................................................    --

   
Other Expenses ..........................................................  .07%
                                                                           ----
Total Portfolio Operating Expenses ......................................  .92%
                                                                           ===
    

EXAMPLE

You would pay the  following  expenses on a $1,000  investment,  assuming (1) 5%
 annual return and (2) redemption at the end of each time period:


   
One Year ................................................................  $  9

Three Years .............................................................    29

Five Years ..............................................................    51

Ten Years ...............................................................   113
    



- --------------------------------------------------------------------------------

                                      iii

<PAGE>
- --------------------------------------------------------------------------------

                              FINANCIAL HIGHLIGHTS


     The Financial Highlights for the years ended December 31, 1990 through 1995
have  been  audited  by Arthur  Andersen  LLP,  the  Fund's  independent  public
accountants,  as indicated in their report dated  February 5, 1996 on the Fund's
financial  statements  as of December  31, 1995 which are included in the Fund's
Statement of Additional Information.  The Financial Highlights should be read in
conjunction  with  the  Fund's  financial  statements  and  notes  thereto.  The
Financial  Highlights,  with the exception of the total return information,  for
the  periods  ended  December  31,  1989 and 1988  have  been  audited  by other
independent accountants,  who have expressed an unqualified opinion thereon. The
Statement  of  Additional  Information  may be  obtained  from the fund  without
charge.



THE ALGER AMERICAN FUND

SMALL CAPITALIZATION PORTFOLIO

FINANCIAL HIGHLIGHTS

FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                 Year Ended December 31,



                                   1995       1994       1993       1992        1991       1990        1989       1988(iii)
                                 --------   --------   --------   --------    --------   --------    --------     --------
      <S>                        <C>        <C>        <C>        <C>         <C>         <C>        <C>         <C>      
   
      Net asset value, beginning
        of year                  $  27.31   $  30.88  $   27.26  $   26.79   $   17.02  $   15.79   $   9.60   $    10.00
                                 --------   --------   --------   --------    --------   --------    --------     --------
      Net investment income (loss)  (0.09)     (0.03)(i)  (0.05)     (0.06)      (0.03)      0.02       0.04         0.06
      Net realized and unrealized
        gain (loss)
        on investments              12.19       (1.45)      3.67       0.91        9.82       1.35        6.15        (0.40)
                                 --------   --------   --------   --------    --------   --------    --------     --------
        Total from investment
          operations                12.10       (1.48)      3.62       0.85        9.79       1.37        6.19        (0.34)
                                 --------   --------   --------   --------    --------   --------    --------     --------
      Dividends from net
        investment income            --         --         --         --          (0.02)     (0.01)      --           (0.06)
      Distributions from
        net realized gains           --         (2.09)     --         (0.38)      --         (0.13)      --           --
                                 --------   --------   --------   --------    --------   --------    --------     --------
        Total Distributions          --         (2.09)     --         (0.38)      (0.02)     (0.14)      --           (0.06)
                                 --------   --------   --------   --------    --------   --------    --------     --------
      Net asset value, end 
        of year                  $  39.41  $   27.31  $   30.88   $   27.26  $   26.79   $  17.02    $  15.79     $   9.60
                                 ========   ========   ========   ========    ========   ========    ========     ========
      Total Return                  44.31%    (4.38%)     13.28%      3.55%      57.54%     8.71%      64.48%(ii   (3.35%)(ii)
                                 ========   ========   ========   ========    ========   ========    ========     ========

      Ratios and Supplemental Data:
        Net assets, end of year
          (000's omitted)        $984,212   $397,037   $238,850   $ 135,718   $ 56,798    $  7,149   $    569    $      39
                                 ========   ========   ========   ========    ========   ========    ========     ========

        Ratio of expenses to average
          net assets                 0.92%      0.96%      1.03%      0.98%       1.06%      1.50%       1.50%        1.50%
                                 ========   ========   ========   ========    ========   ========    ========     ========
        Decrease reflected in above
          expense ratios due to expense
          reimbursements             --         --         --         --          --          0.33%       9.15%       12.31%
                                 ========   ========   ========   ========    ========   ========    ========     ========
        Ratio of net investment 
          income (loss) to 
          average net assets       (0.48%)    (0.10%)    (0.35%)    (0.37%)     (0.12%)      0.50%      1.11%         2.27%
                                 ========   ========   ========   ========    ========   ========    ========     ========
        Portfolio Turnover Rate     80.66%   117.61%     148.07%    108.06%    125.90%    132.46%     133.61%      20.86%
                                 ========   ========   ========   ========    ========   ========    ========     ========
    
</TABLE>






- --------------------------------------------------------------------------------
  (i) Amount was computed based on average shares outstanding during the period.
  (ii)Unaudited.
(iii) For the period  September 21, 1988  (commencement  of  operations)  to
      December 31, 1988.  Ratios have been annualized;  total return has not
      been annualized.
- --------------------------------------------------------------------------------
                                       iv

<PAGE>
                            THE ALGER AMERICAN SMALL
                            CAPITALIZATION PORTFOLIO

   
   The Portfolio is designed to permit  insurance  companies that issue variable
annuity  contracts ("VA  contracts") and variable life insurance  policies ("VLI
policies") to offer contract and policy  holders the  opportunity to participate
in the performance of the Portfolio. The Portfolio may also be a funding vehicle
for qualified pension and retirement plans (the "Plans") which elect to make the
Portfolio an investment option for Plan participants.
    

   The Fund is a diversified, open-end management investment company that offers
a selection of six portfolios,  each having distinct  investment  objectives and
policies.  The Fund's Board of Trustees may establish  additional  portfolios at
any time.

                             PARTICIPATING INSURANCE
                               COMPANIES AND PLANS

   
   The  Portfolio is intended to be a funding  vehicle for VA contracts  and VLI
policies  to be offered by the  separate  accounts  of  certain  life  insurance
companies  ("Participating  Insurance Companies") and Plans.  Individuals cannot
invest in the Portfolio directly but may do so only through a VA contract or VLI
policy or a Plan. The Fund currently does not foresee any  disadvantages  to the
holders  of VA  contracts  and VLI  Policies  arising  from  the  fact  that the
interests of the holders of VA contracts  and VLI policies may differ,  that the
Participating  Insurance Companies may not be affiliated with each other or that
the Portfolio may offer its shares to Plans.  Nevertheless,  the Fund's Trustees
intend  to  monitor  events in order to  identify  any  material  irreconcilable
conflicts  which may possibly arise due to differences of tax treatment or other
considerations,  and to  determine  what  action,  if any,  should  be  taken in
response  to such  conflicts.  If such a  conflict  were to  occur,  one or more
Participating  Insurance  Company separate  accounts or Plans might withdraw its
investment in the  Portfolio,  which may cause the  Portfolio to sell  portfolio
securities  at  disadvantageous  prices.  The VA contracts  and VLI policies are
described in the separate  prospectuses  issued by the  Participating  Insurance
Companies,  and the Plans are described in the Plan  documents made available by
the Plan sponsors.  The Fund assumes no responsibility  for such prospectuses or
Plan documents.

                        INVESTMENT OBJECTIVE AND POLICIES


   The investment  objective and  restrictions  summarized below are fundamental
which  means  that they may not be changed  without  shareholder  approval.  All
investment policies and practices  described  elsewhere in this Prospectus,  and
not explicitly  identified as fundamental,  are not  fundamental,  so the Fund's
Board of Trustees  may change them  without  shareholder  approval.  There is no
guarantee that the Portfolio's objective will be achieved.
    

   As a matter of fundamental  policy,  the Portfolio will not: (1) with respect
to 75% of its total  assets,  invest more than 5% of its total assets in any one
issuer, except for obligations issued or guaranteed by the U.S. Government,  its
agencies or instrumentalities ("U.S. Government securities");  (2) own more than
10% of the outstanding  voting  securities of any company,  (3) invest more than
10% of its net  assets in  securities  that are not  readily  marketable  and in
repurchase  agreements  with maturities of more than seven days; (4) invest more
than 25% of its total  assets in any one  industry,  except for U.S.  Government
securities;  (5) borrow  money or pledge its  assets,  except for  temporary  or
emergency  purposes,  in an  amount  exceeding  10% of  its  total  assets.  The
Statement of Additional Information contains additional investment  restrictions
as well as information on the Portfolio's investment practices.


   

   The investment objective of the Portfolio is long-term capital  appreciation.
Except during temporary defensive periods, the Portfolio invests at least 65% of
its  total  assets  in  equity  securities  of  companies  that,  at the time of
purchase,  have  total  market  capitalization--present  market  value per share
multiplied  by the  total  number  of  shares  outstanding--within  the range of
companies  included in the Russell 2000 Growth  Index,  updated  quarterly.  The
Russell  2000  Growth  Index is  designed  to  track  the  performance  of small
capitalization   companies.   As  of  March  31,  1996,   the  range  of  market
capitalization  of  these  companies  was $20  million  to  $3.04  billion.  The
Portfolio  may  invest up to 35% of its total  assets  in equity  securities  of
companies  that,  at the time of  purchase,  have  total  market  capitalization
outside the range of companies  included in the Russell 2000 Growth Index and in
excess of that  amount (up to 100% of its  assets)  during  temporary  defensive
periods.
    


IN GENERAL

   The  Portfolio  seeks  to  achieve  its  objective  by  investing  in  equity
securities,  such as common or preferred stocks, or securities  convertible into
or  exchangeable  for equity  securities,  including  warrants  and rights.  The
Portfolio  will invest  primarily in companies  whose  securities  are traded on
domestic stock exchanges or in the over-the-counter  market. These companies may
still be in the  developmental  stage,  may be older companies that appear to be
entering  a new stage of growth  progress  owing to factors  such as  management
changes  or  development  of  new  technology,  products  or  markets  or may be
companies providing products or services with a high unit volume growth rate. In
order  to  afford  the  Portfolio  the  flexibility  to  take  advantage  of new

                                        1

<PAGE>

opportunities  for investments in accordance with its investment  objective,  it
may hold up to 15% of its net assets in money market  instruments and repurchase
agreements  and in  excess  of that  amount  (up to 100% of its  assets)  during
temporary  defensive periods.  This amount may be higher than that maintained by
other funds with similar investment objectives.

   Investing in smaller,  newer  issuers  generally  involves  greater risk than
investing in larger, more established issuers.  Companies in which the Portfolio
is likely  to invest  may have  limited  product  lines,  markets  or  financial
resources and may lack  management  depth.  The securities in such companies may
have limited  marketability  and may be subject to more abrupt or erratic market
movements than securities of larger,  more  established  companies or the market
averages in general.  Accordingly,  an  investment  in the  Portfolio may not be
appropriate for all investors.



                              INVESTMENT PRACTICES

   The Portfolio may use the  investment  strategies  and invest in the types of
securities  described  below,  which may involve certain risks. The Statement of
Additional  Information contains more detailed information about these practices
and information about other investment practices of the Portfolio.

REPURCHASE AGREEMENTS

   In a repurchase  agreement,  the  Portfolio  buys a security at one price and
simultaneously  agrees  to sell it back at a  higher  price.  In the  event of a
bankruptcy  or  default  of the other  party to the  repurchase  agreement,  the
Portfolio  could  experience  costs and  delays in  liquidating  the  underlying
security,  which is held as collateral,  and the Portfolio might incur a loss if
the value of the collateral held declines during this period.

ILLIQUID AND RESTRICTED SECURITIES

   Under  the  policies  and  procedures  established  by the  Fund's  Board  of
Trustees,  Fred Alger  Management,  Inc.  ("Alger  Management")  determines  the
liquidity of the Portfolio's investments. Investments may be illiquid because of
the absence of an active trading market, making it difficult to sell promptly at
an acceptable price. The Portfolio may purchase  securities  eligible for resale
under  Rule 144A of the  Securities  Act of 1933.  This rule  permits  otherwise
restricted  securities to be sold to certain institutional buyers. The Portfolio
will limit its purchases of these  securities  to those which Alger  Management,
under the supervision of the Fund's Board of Trustees,  determines to be liquid.
A restricted security is one that has a contractual restriction on its resale or
which cannot be sold publicly until it is registered under the Securities Act of
1933.

LENDING OF PORTFOLIO SECURITIES

   In order to generate  income and to offset  expenses,  the Portfolio may lend
portfolio securities with a value up to 33-1/3% of the Portfolio's  total assets
to brokers,  dealers and other  financial  organizations.  Any such loan will be
continuously secured by collateral at least equal to the value of the securities
loaned. Such lending could result in delays in receiving  additional  collateral
or in the  recovery  of  the  securities  or  possible  loss  of  rights  in the
collateral should the borrower fail financially.

FOREIGN SECURITIES

   The Portfolio may invest up to 20% of its total assets in foreign securities.
Investing in securities  of foreign  companies  and foreign  governments,  which
generally are  denominated in foreign  currencies,  may involve certain risk and
opportunity  considerations not typically  associated with investing in domestic
companies and could cause the Portfolio to be affected  favorably or unfavorably
by changes in currency exchange rates and revaluations of currencies.

   The  Portfolio may purchase  American  Depositary  Receipts  ("ADRs") or U.S.
dollar-denominated  securities  of foreign  issuers that are not included in the
20% foreign  securities  limitation.  ADRs are receipts  issued by U.S. banks or
trust  companies in respect of securities of foreign issuers held on deposit for
use  in  the  U.S.  securities  markets.  While  ADRs  may  not  necessarily  be
denominated  in the same  currency  as the  securities  into  which  they may be
converted,  many of the risks associated with foreign  securities may also apply
to ADRs.

OTHER INVESTMENTS

   In addition to the  securities and investment  techniques  listed above,  the
Portfolio  may  invest in bank and  thrift  obligations,  obligations  issued or
guaranteed  by the U.S.  Government  or by its  agencies  or  instrumentalities,
foreign bank  obligations and obligations of foreign branches of domestic banks,
and variable rate master demand notes. See "Investment  Objectives and Policies"
in the Statement of Additional Information.

PORTFOLIO TURNOVER

   Portfolio changes will generally be made without regard to the length of time
a security  has been held or  whether a sale  would  result in a profit or loss.
Increased  portfolio turnover will have the effect of increasing the Portfolio's
brokerage and custodial expenses.

                                       2
<PAGE>


                             MANAGEMENT OF THE FUND


ORGANIZATION

   The Fund was  organized  on April  6,  1988 as a  multi-series  Massachusetts
business  trust.  The Fund offers an  unlimited  number of shares of six series,
representing the shares of the Fund's portfolios, including the Portfolio.

   Although the Fund is not required by law to hold annual shareholder meetings,
it may hold meetings from time to time on important  matters,  and  shareholders
have the right to call a meeting  to remove a Trustee  or to take  other  action
described in the Trust's Declaration of Trust. Shareholders of the Portfolio may
vote only on matters that affect the Portfolio.

   
   Under  normal  circumstances,  other than the shares  issued to Alger Inc. in
connection  with its  creation and initial  capitalization,  the Fund intends to
distribute its shares of the Portfolio to Participating  Insurance Companies and
Plans,  so that  only  Participating  Insurance  Companies  and  their  separate
accounts and Plans will be considered  shareholders  of the Portfolio.  Although
the Participating  Insurance Companies and their separate accounts and the Plans
are the shareholders or investors,  the Participating  Insurance  Companies will
pass through  voting  rights to their VA contract and VLI policy  holders.  Plan
sponsors  may or may not  pass  through  voting  rights  to  Plan  participants,
depending on the terms of the Plan's  governing  documents.  For a discussion of
voting  rights,   please  refer  to  the  Participating   Insurance   Companies'
prospectuses or the Plan documents.
    

   When  matters  are  submitted  for  shareholder  vote,  shareholders  of  the
Portfolio  will  have  one  vote for each  full  share  held and  proportionate,
fractional  votes for fractional  shares held. A separate vote of a portfolio of
the Fund is required on any matter affecting the portfolio on which shareholders
are entitled to vote,  such as approval of a  portfolio's  agreement  with Alger
Management.  Shareholders  of one portfolio are not entitled to vote on a matter
that does not affect that portfolio but that does require a separate vote of the
other portfolios.  There normally will be no annual meetings of shareholders for
the  purpose  of  electing  Trustees  unless  and until such time as less than a
majority of Trustees holding office have been elected by shareholders,  at which
time the  Trustees  then in office  will call a  shareholders'  meeting  for the
election of  Trustees.  Any  Trustee  may be removed  from office on the vote of
shareholders  holding at least two thirds of the Fund's  outstanding shares at a
meeting  called for that  purpose.  The  Trustees  are  required  to call such a
meeting  on the  written  request  of  shareholders  holding at least 10% of the
Fund's outstanding shares.

BOARD OF TRUSTEES

   The  Fund is  governed  by a Board  of  Trustees  which  is  responsible  for
protecting the interests of shareholders under  Massachusetts law. The Statement
of Additional  Information  contains general  background  information about each
Trustee and officer of the Fund.

INVESTMENT MANAGER

   Alger Management is the Fund's investment  manager and is responsible for the
overall  administration of the Fund,  subject to the supervision of the Board of
Trustees. Alger Management makes investment decisions for the Portfolio,  places
orders to purchase and sell  securities  on behalf of the  Portfolio and selects
broker-dealers  that, in its judgment,  provide prompt and reliable execution at
favorable  prices and reasonable  commission  rates. It is anticipated  that the
Fund's  distributor,  Fred  Alger & Company,  Incorporated  ("Alger  Inc."),  an
affiliate  of Alger  Management,  will serve as the Fund's  broker in  effecting
substantially  all of the Portfolio's  transactions on securities  exchanges and
will retain commissions in accordance with certain regulations of the Securities
and Exchange  Commission.  In addition,  Alger Management  employs  professional
securities  analysts who provide research services  exclusively to the Portfolio
and other  accounts  for  which  Alger  Management  or its  affiliates  serve as
investment adviser or subadviser.


   Alger  Management has been in the business of providing  investment  advisory
services since 1964 and, as of December 31, 1995, had approximately $4.8 billion
under management, $3.0 billion in mutual fund accounts and $1.8 billion in other
advisory  accounts.  Alger  Management  is owned by Alger Inc.  which in turn is
owned by Alger Associates,  Inc., a financial services holding company.  Fred M.
Alger III and his  brother,  David D. Alger,  are the majority  shareholders  of
Alger  Associates,  Inc.  and may be  deemed to  control  that  company  and its
subsidiaries.


PORTFOLIO MANAGERS


   David D. Alger, Seilai Khoo and Ronald Tartaro are primarily  responsible for
the  day-to-day  management of the  Portfolios  of the Fund.  Mr. Alger has been
employed  by Alger  Management  as  Executive  Vice  President  and  Director of
Research  since 1971 and as President  since 1995. Ms. Khoo has been employed by
Alger  Management as a senior  research  analyst since 1989 and as a Senior Vice
President  since 1995.  Mr.  Tartaro has been employed by Alger  Management as a
senior  research  analyst since 1990 and as a Senior Vice President  since 1995.
Mr. Alger,  Ms. Khoo and Mr. Tartaro also serve as portfolio  managers for other
mutual funds and investment accounts managed by Alger Management.


                                       3

<PAGE>


   Alger  Management  personnel  ("Access  Persons")  are permitted to engage in
personal securities  transactions  subject to the restrictions and procedures of
the  Fund's  Code of Ethics.  Pursuant  to the Code of  Ethics,  Access  Persons
generally must preclear all personal  securities  transactions  prior to trading
and are subject to certain  prohibitions on personal trading. You can get a copy
of the Fund's Code of Ethics by calling the Fund toll-free at (800) 992-3863.


FEES

   The Portfolio pays Alger  Management a management fee computed daily and paid
monthly at an annual rate of .85% of the value of the Portfolio's  average daily
net  assets.  This  management  fee is  higher  than  that  paid by  most  other
investment companies; however, such fee does not exceed those paid by funds with
similar investment objectives.

   
   From time to time Alger Management or its affiliates may compensate insurance
companies or their  affiliates  whose customers hold shares of the Portfolio for
providing  a  variety  of  record-keeping,   administrative,   marketing  and/or
shareholder support services. This compensation,  which may be paid at a rate of
up to .30% of the net asset value of shares held by those customers will be paid
from Alger Management's own resources and not from the assets of the Portfolio.
    

EXPENSES

   The  Portfolio  pays  expenses  related  to its  daily  operations,  such  as
management fees, brokerage fees, custodian fees, Trustees' fees, transfer agency
fees and legal and auditing costs.  Alger Management has agreed to reimburse the
Portfolio to the extent that the annual operating expenses (excluding  interest,
taxes, fees for brokerage  services and extraordinary  expenses) exceed 1.50% of
the average  daily net assets for any fiscal  year.  In  addition,  from time to
time, Alger Management, in its sole discretion and as it deems appropriate,  may
assume  certain  expenses of the  Portfolio  while  retaining  the ability to be
reimbursed  by the  Portfolio  for such  amounts  prior to the end of the fiscal
year.  This will have the effect of lowering  the  Portfolio's  overall  expense
ratio and of increasing  yield to investors,  or the converse,  at the time such
amounts are assumed or reimbursed,  as the case may be. More  information  about
the Portfolio's  investment  management agreement and other expenses paid by the
Portfolio is included in the Statement of Additional Information.

   The Statement of Additional Information contains information about the Fund's
brokerage policies and practices.

DISTRIBUTOR

   Alger Inc. serves as the Fund's  distributor and also  distributes the shares
of other mutual funds managed by Alger Management.

TRANSFER AGENT

   Alger Shareholder Services, Inc., an affiliate of Alger Management, serves as
transfer agent for the Fund.

                                 NET ASSET VALUE

   The price of one share of the  Portfolio  is its "net asset  value."  The net
asset value is computed by adding the value of the Portfolio's  investments plus
cash and other assets, deducting liabilities and then dividing the result by the
number of its  shares  outstanding.  The net  asset  value of the  Portfolio  is
calculated  on each day the New York Stock  Exchange  is open as of the close of
business (normally 4:00 p.m. Eastern time).

                            PURCHASES AND REDEMPTIONS

   Contract or policy holders or Plan participants  would not deal directly with
the Fund  regarding the purchase or redemption of the  Portfolio's  shares.  The
separate  accounts of the  Participating  Insurance  Companies  place  orders to
purchase and redeem  shares of the Portfolio  based on, among other things,  the
amount of  premium  payments  to be  invested  and the amount of  surrender  and
transfer  requests (as defined in the  prospectuses  describing the VA contracts
and VLI policies issued by the Participating Insurance Companies) to be effected
on that day pursuant to VA contracts  and VLI Policies.  Plan trustees  purchase
Portfolio shares. Plan participants cannot contact the Fund directly to purchase
shares of the Portfolio  but may invest in shares of the Portfolio  only through
their Plan.  Participants  should  contact  their Plan  sponsor for  information
concerning the appropriate procedure for investing in the Portfolio.

   Orders  for  shares  of the  Portfolio  received  by the  Fund or the  Fund's
transfer  agent are effected on days on which the NYSE is open for trading.  For
orders received  before the close of regular trading on the NYSE,  purchases and
redemptions  of the shares of the Portfolio are effected at the  respective  net
asset values per share determined as of the close of regular trading on the NYSE
on the same day. Orders received after the close of regular trading on the NYSE,
are effected at the next calculated net asset value.  See "Net Asset Value." All
orders for the purchase of shares are subject to  acceptance or rejection by the
Fund.  Payment  for  redemptions  will be made by the Fund's  transfer  agent on
behalf of the Fund and the  Portfolio  within  seven days  after the  request is
received.  Neither the Fund nor the Portfolio  assesses any fees, either when it
sells or when it redeems the Portfolio's  shares.  Surrender charges,  mortality
and  expense  risk fees and  other  charges  may be  assessed  by  Participating
Insurance Companies under the VA contracts or VLI policies. These fees should be
described in the Participating  Insurance Companies'  prospectuses.  Any Charges
assessed by the Plans should be described in the Plan documents.

                                       4
<PAGE>

                           DIVIDENDS AND DISTRIBUTIONS

   
   Dividends and distributions  will be automatically  reinvested on the payment
date for each shareholder's account in additional shares of the Portfolio at net
asset value or, in the case of VA contracts  and VLI  policies,  will be paid in
cash at the election of the Participating  Insurance  Company.  Dividends of the
Portfolio will be declared and paid annually.  Distributions of any net realized
capital  gains earned by the Portfolio  usually will be made annually  after the
close of the fiscal year in which the gains are earned.  Participating Insurance
Companies and Plans will be informed about the amount and character of dividends
and distributions from the Portfolio for federal income tax purposes.
    

                                      TAXES

   The Fund intends that the Portfolio  will qualify  separately as a "regulated
investment company" (within the meaning of the Internal Revenue Code of 1986, as
amended)  for  each  taxable  year.  If  so  qualified,  and  providing  certain
distribution  requirements are met, the Portfolio will not be subject to federal
income  tax on  its  net  investment  income  and  net  capital  gains  that  it
distributes to its shareholders.

   Dividends paid from net investment  income and  distributions of net realized
short-term   capital  gains  are  treated  as  ordinary  income  earned  by  the
shareholders of the Portfolio.  Distributions of net long-term capital gains are
treated as such by shareholders for federal income tax purposes.  Federal income
taxation of separate  accounts of life insurance  companies,  VA contracts,  VLI
policies and of the Plans is discussed in the prospectuses of the  Participating
Insurance  Companies and in the Plan documents.  With respect to participants in
the Plans,  dividends from net investment  income and net realized capital gains
will  ordinarily not be subject to taxation until such dividends are distributed
to such participants from their Plan accounts.

                                   PERFORMANCE

   All performance figures are based on historical earnings and are not intended
to indicate future performance.

   The Portfolio may include  quotations of its "total return" and/or "yield" in
advertisements or reports to shareholders or prospective investors.  Both "total
return"  and/or  "yield"  figures are based on  historical  earnings and are not
intended to indicate future performance. Total return figures show the aggregate
or average percentage change in value of an investment in the Portfolio from the
beginning date of the measuring period to the end of the measuring period. These
figures reflect  changes in the price of the Portfolio's  shares and assume that
any income  dividends and/or capital gains  distributions  made by the Portfolio
during the period were  reinvested in shares of the  Portfolio.  Figures will be
given for recent 1, 5 and 10 year periods, and may be given for other periods as
well  (such  as  from  commencement  of  the  Portfolio's  operations,  or  on a
year-by-year basis). The Portfolio may also use "aggregate" total return figures
for  various  periods,  representing  the  cumulative  change  in  value  of  an
investment in the Portfolio for the specific period (again reflecting changes in
Portfolio share prices and assuming reinvestment of dividends and distributions)
as well as "actual annual" and "annualized" total return figures.  Total returns
may be shown by means of schedules, charts or graphs, and may indicate subtotals
of the various  components  of total  return  (i.e.,  change in value of initial
investment,  income dividends and capital gains  distributions).  "Total return"
and "yield" for the Portfolio  will vary based on changes in market  conditions.
In addition, since the deduction of the Portfolio's expenses is reflected in the
total return and yield figures,  "total return" and "yield" will also vary based
on the level of the Portfolio's expenses.

   The actual  return of a holder of a VA  contract  or VLI policy  will also be
affected by charges imposed by the separate accounts of Participating  Insurance
Companies or, in the case of Plan participants, by any charges imposed under the
plan.

                            INVESTOR AND SHAREHOLDER
                                   INFORMATION

   Investors and  shareholders  may contact the Fund toll-free at (800) 992-3863
for further information regarding the Fund and the Portfolio,  including current
performance  quotations,  as well as for  assistance in obtaining a Statement of
Additional  Information.  Holders  of VA  contracts  or VLI  policies  issued by
Participating  Insurance Companies and participants in Plans for which shares of
the  Portfolio  are the  investment  vehicle may receive from the  Participating
Insurance Companies or Plan sponsor unaudited  semi-annual  financial statements
and  year-end  financial  statements  audited by the Fund's  independent  public
accountants.  Each report will show the  investments  owned by the Portfolio and
the market values of the  investments and will provide other  information  about
the Portfolio and its operations.  The Fund's Annual Report contains  additional
performance  information  and is available  upon  request and without  charge by
contacting the Fund at the toll-free number listed above.

                                       5
<PAGE>


                             THE
                           ALGER     MEETING THE CHALLENGE
                        AMERICAN     OF INVESTING
                            FUND     

No  person  has  been  authorized  to  give  any  information  or  to  make  any
representations  other than those  contained in this Prospectus or the Statement
of Additional  Information in connection with the offering of the Fund's shares,
and if given or made,  such other  information  or  representations  must not be
relied on as  having  been  authorized  by the Fund.  This  Prospectus  does not
constitute an offer in any state in which,  or to any person to whom, such offer
may not lawfully be made.


         --------------------------------------------------------------


INVESTMENT MANAGER:                     TRANSFER AGENT:                  
Fred Alger Management, Inc.             Alger Shareholder Services, Inc. 
75 Maiden Lane                          30 Montgomery Street             
New York, New York 10038                Box 2001                         
                                        Jersey City, New Jersey 07302    
DISTRIBUTOR:                                                             
Fred Alger & Company,                   INDEPENDENT PUBLIC ACCOUNTANTS:  
Incorporated                            Arthur Andersen LLP              
30 Montgomery Street                    1345 Avenue of the Americas      
Jersey City, New Jersey 07302           New York, New York 10105         
                                                                         
                                        
<PAGE>


PROSPECTUS
- ----------

                          THE |
                        ALGER |  75 Maiden Lane
                     AMERICAN |  New York, New York 10038
                         FUND |  (800) 992-FUND (992-3863)



                  ALGER AMERICAN GROWTH PORTFOLIO
================================================================================

     The Alger American Fund (the "Fund") is a registered  investment company--a
mutual fund--that presently offers interests in six portfolios.  This Prospectus
sets  forth   information   about  the  Alger  American  Growth  Portfolio  (the
"Portfolio"). The Portfolio seeks long-term capital appreciation by investing in
a diversified,  actively managed  portfolio of equity  securities,  primarily of
companies with total market capitalization of $1 billion or greater.

   
   Shares of the Portfolio are offered as a pooled funding vehicle for insurance
companies  writing all types of variable annuity  contracts ("VA contracts") and
variable life insurance  policies ("VLI policies") and are also offered directly
to qualified pension and retirement plans (the "Plans"). See "The Alger American
Growth Portfolio."
    

     SHARES OF THE PORTFOLIO ARE NOT DEPOSITS OR  OBLIGATIONS  OF, OR GUARANTEED
OR ENDORSED BY ANY BANK, AND THE SHARES ARE NOT FEDERALLY INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY.


     This Prospectus,  which should be retained for future  reference,  contains
important  information  that you should  know before  investing.  Please read it
along with the  prospectuses  issued by the insurance  companies with respect to
the VA contracts  and VLI policies or with the Plan  documents.  A "Statement of
Additional  Information" dated May 1, 1996 containing further  information about
all the portfolios of the Fund, including the Portfolio, has been filed with the
Securities and Exchange  Commission and is  incorporated  by reference into this
Prospectus.  It is available at no charge by contacting  the Fund at the address
or phone number above.



          FRED ALGER |                           FRED ALGER |
          MANAGEMENT | INVESTMENT MANAGER        & COMPANY, | DISTRIBUTOR
                INC. |                         INCORPORATED |


- --------------------------------------------------------------------------------
          THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
           SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
            COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
               OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
                  ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
              REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------

                                   MAY 1, 1996

<PAGE>

- --------------------------------------------------------------------------------

                                    CONTENTS
                                                           Page
                                                           ----

      Portfolio Expenses .................................. iii

      Financial Highlights ................................  iv

      The Alger American Growth Portfolio .................   1

      Participating Insurance Companies and Plans .........   1

      Investment Objective and Policies ...................   1

      Investment Practices ................................   2

      Management of the Fund ..............................   2

      Net Asset Value .....................................   4

      Purchases and Redemptions ...........................   4

      Dividends and Distributions .........................   4

      Taxes ...............................................   5

      Performance .........................................   5

      Investor and Shareholder Information ................   5


- --------------------------------------------------------------------------------

                                      -ii-
<PAGE>
- --------------------------------------------------------------------------------
      PORTFOLIO EXPENSES

           The Table  below is  designed  to  assist  you in  understanding  the
      various costs and expenses that you will bear as a shareholder.  THE TABLE
      DOES NOT REFLECT  CHARGES  AND  DEDUCTIONS  WHICH ARE, OR MAY BE,  IMPOSED
      UNDER THE VA CONTRACTS, VLI POLICIES OR PLANS; SUCH CHARGES AND DEDUCTIONS
      ARE  DESCRIBED  IN THE  PROSPECTUS  FOR  THE  VA  CONTRACT  OR VLI  POLICY
      ACCOMPANYING THIS PROSPECTUS OR IN THE PLAN DOCUMENTS.

           The Example  below  shows the amount of  expenses  you would pay on a
      $1,000 investment in the Portfolio.  These amounts assume the reinvestment
      of all  dividends  and  distributions  and  payment  by the  Portfolio  of
      operating expenses as shown in the Table under Annual Portfolio  Operating
      Expenses.  The Example is an illustration  only and actual expenses may be
      greater or less than those shown.


      SHAREHOLDER TRANSACTION EXPENSES

      Maximum Sales Load Imposed on Purchases .......................    None

      Maximum Sales Load Imposed on Reinvested Dividends ............    None

      Deferred Sales Load ...........................................    None

      Redemption Fees ...............................................    None


      ANNUAL PORTFOLIO OPERATING EXPENSES 
       (AS A PERCENTAGE OF AVERAGE NET ASSETS)

      Management Fees ...............................................     .75%

      12b-1 Fees ....................................................       --

   
      Other Expenses ................................................     .10%
                                                                          ----
      Total Portfolio Operating Expenses ............................     .85%
                                                                          ====
    


      EXAMPLE

      You would pay the following expenses on a $1,000 investment,  assuming (1)
        5% annual return and (2) redemption at the end of each time period:

      One Year ......................................................   $   9

      Three Years ...................................................      27

   
      Five Years ....................................................      47

      Ten Years .....................................................     105
    


- --------------------------------------------------------------------------------

                                     -iii-
<PAGE>

- --------------------------------------------------------------------------------


                              FINANCIAL HIGHLIGHTS
           The  Financial  Highlights  for the years  ended  December  31,  1990
      through  1995 have  been  audited  by  Arthur  Andersen  LLP,  the  Fund's
      independent  public  accountants,  as  indicated  in  their  report  dated
      February 5, 1996 on the Fund's  financial  statements  as of December  31,
      1995 which are included in the Fund's Statement of Additional Information.
      The Financial  Highlights  should be read in  conjunction  with the Fund's
      financial statements and notes thereto. The Financial Highlights, with the
      exception of the total return  information,  for the period ended December
      31,  1989 have been  audited by other  independent  accountants,  who have
      expressed an  unqualified  opinion  thereon.  The  Statement of Additional
      Information may be obtained from the fund without charge.



      THE ALGER AMERICAN FUND
      GROWTH PORTFOLIO
      FINANCIAL HIGHLIGHTS
      FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                      YEAR ENDED DECEMBER 31,
                                          -------------------------------------------------------------------------------
                                            1995        1994        1993       1992        1991        1990      1989(ii)
                                          --------    --------    --------   --------    --------    --------    --------
<S>                                       <C>         <C>         <C>        <C>         <C>         <C>         <C>     

   
       Net asset value, beginning
         of year.......................   $  23.13    $  24.67    $  20.17   $  18.00    $  12.86    $  12.41    $  10.00
                                          --------    --------    --------   --------    --------    --------    --------
       Net investment income...........       0.02        0.07        0.03       0.03        0.08(i)     0.07        0.09
       Net realized and unrealized
         gain on investments...........       8.33        0.15        4.50       2.19        5.11        0.44        2.32
                                          --------    --------    --------   --------    --------    --------    --------
         Total from investment
           operations..................       8.35        0.22        4.53       2.22        5.19        0.51        2.41
                                          --------    --------    --------   --------    --------    --------    --------
       Dividends from net investment
         income........................      (0.07)      (0.03)      (0.03)     (0.03)      (0.05)      (0.06)         --
       Distributions from net realized
         gains.........................      (0.25)      (1.73)         --      (0.02)         --          --          --
         Total Distributions...........      (0.32)      (1.76)      (0.03)     (0.05)      (0.05)      (0.06)         --
                                          --------    --------    --------   --------    --------    --------    --------
       Net asset value, end of year....   $  31.16    $  23.13    $  24.67   $  20.17    $  18.00    $  12.86    $  12.41
                                          ========    ========    ========   ========    ========    ========    ========
       Total Return....................      36.37%       1.45%      22.47%     12.38%      40.39%       4.14%      24.10%(iii)
                                          ========    ========    ========   ========    ========    ========    ========
       Ratios and Supplemental Data:
         Net assets, end of year
           (000's omitted).............   $502,974    $150,390    $ 74,878   $ 30,316    $ 10,094    $  1,228    $    171
                                          ========    ========    ========   ========    ========    ========    ========
         Ratio of expenses to average
           net assets..................       0.85%       0.86%       0.97%      0.99%       1.29%       1.50%       1.50%
                                          ========    ========    ========   ========    ========    ========    ========
         Decrease reflected in above
           expense ratios due to
           expense reimbursements......         --          --          --         --          --        2.31%       7.32%
                                          ========    ========    ========   ========    ========    ========    ========
         Ratio of net investment income
           to average net assets.......       0.18%       0.48%       0.25%      0.33%       0.52%       1.69%       1.30%
                                          ========    ========    ========   ========    ========    ========    ========
         Portfolio Turnover Rate.......     118.33%     111.76%     112.64%     63.91%      58.95%      86.77%      79.59%
                                          ========    ========    ========   ========    ========    ========    ========
    

</TABLE>



      (i)  Amount was computed based on average shares outstanding during the 
           period.
     (ii)  For the  period  January  9, 1989  (commencement  of  operations)  to
           December 31, 1989. Ratios have been annualized;  total return has not
           been annualized.
    (iii)  Unaudited.

- --------------------------------------------------------------------------------

                                      -iv-
<PAGE>
                            THE ALGER AMERICAN GROWTH
                                    PORTFOLIO

   
   The Portfolio is designed to permit  insurance  companies that issue variable
annuity  contracts ("VA  contracts") and variable life insurance  policies ("VLI
policies") to offer contract and policy  holders the  opportunity to participate
in the performance of the Portfolio. The Portfolio may also be a funding vehicle
for qualified pension and retirement plans (the "Plans") which elect to make the
Portfolio an investment option for Plan participants.
    

   The Fund is a diversified, open-end management investment company that offers
a selection of six portfolios,  each having distinct  investment  objectives and
policies.  The Fund's Board of Trustees may establish  additional  portfolios at
any time.

                             PARTICIPATING INSURANCE
                               COMPANIES AND PLANS

   
   The  Portfolio is intended to be a funding  vehicle for VA contracts  and VLI
policies  to be offered by the  separate  accounts  of  certain  life  insurance
companies  ("Participating  Insurance Companies") and Plans.  Individuals cannot
invest in the Portfolio directly but may do so only through a VA contract or VLI
policy or a Plan. The Fund currently does not foresee any  disadvantages  to the
holders  of VA  contracts  and VLI  Policies  arising  from  the  fact  that the
interests of the holders of VA contracts  and VLI policies may differ,  that the
Participating  Insurance Companies may not be affiliated with each other or that
the Portfolio may offer its shares to Plans.  Nevertheless,  the Fund's Trustees
intend  to  monitor  events in order to  identify  any  material  irreconcilable
conflicts  which may possibly arise due to differences of tax treatment or other
considerations,  and to  determine  what  action,  if any,  should  be  taken in
response  to such  conflicts.  If such a  conflict  were to  occur,  one or more
Participating  Insurance  Company separate  accounts or Plans might withdraw its
investment in the  Portfolio,  which may cause the  Portfolio to sell  portfolio
securities  at  disadvantageous  prices.  The VA contracts  and VLI policies are
described in the separate  prospectuses  issued by the  Participating  Insurance
Companies,  and the Plans are described in the Plan  documents made available by
the Plan sponsors.  The Fund assumes no responsibility  for such prospectuses or
Plan documents.

                       INVESTMENT OBJECTIVE AND POLICIES

   The investment  objective and  restrictions  summarized below are fundamental
which  means  that they may not be changed  without  shareholder  approval.  All
investment policies and practices  described  elsewhere in this Prospectus,  and
not explicitly  identified as fundamental,  are not  fundamental,  so the Fund's
Board of Trustees  may change them  without  shareholder  approval.  There is no
guarantee that the Portfolio's objective will be achieved.
    

   As a matter of fundamental  policy,  the Portfolio will not: (1) with respect
to 75% of its total  assets,  invest more than 5% of its total assets in any one
issuer, except for obligations issued or guaranteed by the U.S. Government,  its
agencies or instrumentalities ("U.S. Government securities");  (2) own more than
10% of the outstanding  voting  securities of any company,  (3) invest more than
10% of its net  assets in  securities  that are not  readily  marketable  and in
repurchase  agreements  with maturities of more than seven days; (4) invest more
than 25% of its total  assets in any one  industry,  except for U.S.  Government
securities;  (5) borrow  money or pledge its  assets,  except for  temporary  or
emergency  purposes,  in an  amount  exceeding  10% of  its  total  assets.  The
Statement of Additional Information contains additional investment  restrictions
as well as information on the Portfolio's investment practices.

   The investment objective of the Portfolio is long-term capital  appreciation.
Except during temporary defensive periods, the Portfolio invests at least 65% of
its  total  assets  in  equity  securities  of  companies  that,  at the time of
purchase,  have  total  market  capitalization--present  market  value per share
multiplied by the total number of shares  outstanding--of $1 billion or greater.
The Portfolio  may invest up to 35% of its total assets in equity  securities of
companies  that, at the time of purchase,  have total market  capitalization  of
less than $1 billion  and in excess of that  amount  (up to 100% of its  assets)
during temporary defensive periods.


IN GENERAL

   The  Portfolio  seeks  to  achieve  its  objective  by  investing  in  equity
securities,  such as common or preferred stocks, or securities  convertible into
or  exchangeable  for equity  securities,  including  warrants  and rights.  The
Portfolio  will invest  primarily in companies  whose  securities  are traded on
domestic stock exchanges or in the over-the-counter  market. These companies may
still be in the  developmental  stage,  may be older companies that appear to be
entering  a new stage of growth  progress  owing to factors  such as  management
changes  or  development  of  new  technology,  products  or  markets  or may be
companies providing products or services with a high unit volume growth rate. In
order  to  afford  the  Portfolio  the  flexibility  to  take  advantage  of new
opportunities  for investments in accordance with its investment  objective,  it
may hold up to 15% of its net assets in money market  instruments and repurchase
agreements  and in  excess  of that  amount  (up to 100% of its  assets)  during
temporary  defensive periods.  This amount may be higher than that maintained by
other funds with similar investment objectives.

                                       1
<PAGE>

                              INVESTMENT PRACTICES

   The Portfolio may use the  investment  strategies  and invest in the types of
securities  described  below,  which may involve certain risks. The Statement of
Additional  Information contains more detailed information about these practices
and information about other investment practices of the Portfolio.

REPURCHASE AGREEMENTS

   In a repurchase  agreement,  the  Portfolio  buys a security at one price and
simultaneously  agrees  to sell it back at a  higher  price.  In the  event of a
bankruptcy  or  default  of the other  party to the  repurchase  agreement,  the
Portfolio  could  experience  costs and  delays in  liquidating  the  underlying
security,  which is held as collateral,  and the Portfolio might incur a loss if
the value of the collateral held declines during this period.


ILLIQUID AND RESTRICTED SECURITIES

   
   Under  the  policies  and  procedures  established  by the  Fund's  Board  of
Trustees,  Fred  Alger  Management,   Inc.  ("Alger  Management"),   the  Fund's
investment  manager,  determines the liquidity of the  Portfolio's  investments.
Investments may be illiquid  because of the absence of an active trading market,
making it difficult to sell promptly at an acceptable  price.  The Portfolio may
purchase securities eligible for resale under Rule 144A of the Securities Act of
1933. This rule permits  otherwise  restricted  securities to be sold to certain
institutional buyers. The Portfolio will limit its purchases of these securities
to those which Alger  Management,  under the  supervision of the Fund's Board of
Trustees,  determines  to be liquid.  A  restricted  security  is one that has a
contractual  restriction on its resale or which cannot be sold publicly until it
is registered under the Securities Act of 1933.
    

LENDING OF PORTFOLIO SECURITIES

   In order to generate  income and to offset  expenses,  the Portfolio may lend
portfolio securities with a value up to 33-1/3% of the Portfolio's  total assets
to brokers,  dealers and other  financial  organizations.  Any such loan will be
continuously secured by collateral at least equal to the value of the securities
loaned. Such lending could result in delays in receiving  additional  collateral
or in the  recovery  of  the  securities  or  possible  loss  of  rights  in the
collateral should the borrower fail financially.

FOREIGN SECURITIES

   The Portfolio may invest up to 20% of its total assets in foreign securities.
Investing in securities  of foreign  companies  and foreign  governments,  which
generally are  denominated in foreign  currencies,  may involve certain risk and
opportunity  considerations not typically  associated with investing in domestic
companies and could cause the Portfolio to be affected  favorably or unfavorably
by changes in currency exchange rates and revaluations of currencies.

   The  Portfolio may purchase  American  Depositary  Receipts  ("ADRs") or U.S.
dollar-denominated  securities  of foreign  issuers that are not included in the
20% foreign  securities  limitation.  ADRs are receipts  issued by U.S. banks or
trust  companies in respect of securities of foreign issuers held on deposit for
use  in  the  U.S.  securities  markets.  While  ADRs  may  not  necessarily  be
denominated  in the same  currency  as the  securities  into  which  they may be
converted,  many of the risks associated with foreign  securities may also apply
to ADRs.

OTHER INVESTMENTS

   In addition to the  securities and investment  techniques  listed above,  the
Portfolio  may  invest in bank and  thrift  obligations,  obligations  issued or
guaranteed  by the U.S.  Government  or by its  agencies  or  instrumentalities,
foreign bank  obligations and obligations of foreign branches of domestic banks,
and variable rate master demand notes. See "Investment  Objectives and Policies"
in the Statement of Additional Information.

PORTFOLIO TURNOVER

   Portfolio changes will generally be made without regard to the length of time
a security  has been held or  whether a sale  would  result in a profit or loss.
Increased  portfolio turnover will have the effect of increasing the Portfolio's
brokerage and custodial expenses.


                             MANAGEMENT OF THE FUND

ORGANIZATION

   The Fund was  organized  on April  6,  1988 as a  multi-series  Massachusetts
business  trust.  The Fund offers an  unlimited  number of shares of six series,
representing the shares of the Fund's portfolios, including the Portfolio.

   Although the Fund is not required by law to hold annual shareholder meetings,
it may hold meetings from time to time on important  matters,  and  shareholders
have the right to call a meeting  to remove a Trustee  or to take  other  action
described in the Trust's Declaration of Trust. Shareholders of the Portfolio may
vote only on matters that affect the Portfolio.

   
   Under  normal  circumstances,  other than the shares  issued to Alger Inc. in
connection  with its  creation and initial  capitalization,  the Fund intends to
distribute its shares of the Portfolio to Participating  Insurance Companies and
Plans,  so that  only  Participating  Insurance  Companies  and  their  separate
accounts and Plans will be considered shareholders of the
    

                                       2
<PAGE>

Portfolio.  Although the  Participating  Insurance  Companies and their separate
accounts and the Plans are the  shareholders  or  investors,  the  Participating
Insurance Companies will pass through voting rights to their VA contract and VLI
policy holders.  Plan sponsors may or may not pass through voting rights to Plan
participants,  depending on the terms of the Plan's governing  documents.  For a
discussion of the voting  rights,  please refer to the  Participating  Insurance
Companies' prospectuses or the Plan documents.

   When  matters  are  submitted  for  shareholder  vote,  shareholders  of  the
Portfolio  will  have  one  vote for each  full  share  held and  proportionate,
fractional  votes for fractional  shares held. A separate vote of a portfolio of
the Fund is required on any matter affecting the portfolio on which shareholders
are entitled to vote,  such as approval of a  portfolio's  agreement  with Alger
Management.  Shareholders  of one portfolio are not entitled to vote on a matter
that does not affect that portfolio but that does require a separate vote of the
other portfolios.  There normally will be no annual meetings of shareholders for
the  purpose  of  electing  Trustees  unless  and until such time as less than a
majority of Trustees holding office have been elected by shareholders,  at which
time the  Trustees  then in office  will call a  shareholders'  meeting  for the
election of  Trustees.  Any  Trustee  may be removed  from office on the vote of
shareholders  holding at least two thirds of the Fund's  outstanding shares at a
meeting  called for that  purpose.  The  Trustees  are  required  to call such a
meeting  on the  written  request  of  shareholders  holding at least 10% of the
Fund's outstanding shares.

BOARD OF TRUSTEES

   The  Fund is  governed  by a Board  of  Trustees  which  is  responsible  for
protecting the interests of shareholders under  Massachusetts law. The Statement
of Additional  Information  contains general  background  information about each
Trustee and officer of the Fund.

INVESTMENT MANAGER

   Alger Management is the Fund's investment  manager and is responsible for the
overall  administration of the Fund,  subject to the supervision of the Board of
Trustees. Alger Management makes investment decisions for the Portfolio,  places
orders to purchase and sell  securities  on behalf of the  Portfolio and selects
broker-dealers  that, in its judgment,  provide prompt and reliable execution at
favorable  prices and reasonable  commission  rates. It is anticipated  that the
Fund's  distributor,  Fred  Alger & Company,  Incorporated  ("Alger  Inc."),  an
affiliate  of Alger  Management,  will serve as the Fund's  broker in  effecting
substantially  all of the Portfolio's  transactions on securities  exchanges and
will retain commissions in accordance with certain regulations of the Securities
and Exchange  Commission.  In addition,  Alger Management  employs  professional
securities  analysts who provide research services  exclusively to the Portfolio
and other  accounts  for  which  Alger  Management  or its  affiliates  serve as
investment adviser or subadviser.

   
   Alger  Management has been in the business of providing  investment  advisory
services since 1964 and, as of December 31, 1995, had approximately $4.8 billion
under management, $3.0 billion in mutual fund accounts and $1.8 billion in other
advisory  accounts.  Alger  Management  is owned by Alger Inc.  which in turn is
owned by Alger Associates,  Inc., a financial services holding company.  Fred M.
Alger III and his  brother,  David D. Alger,  are the majority  shareholders  of
Alger  Associates,  Inc.  and may be  deemed to  control  that  company  and its
subsidiaries.
    

PORTFOLIO MANAGERS


   David D. Alger, Seilai Khoo and Ronald Tartaro are primarily  responsible for
the  day-to-day  management of the  Portfolios  of the Fund.  Mr. Alger has been
employed  by Alger  Management  as  Executive  Vice  President  and  Director of
Research  since 1971 and as President  since 1995. Ms. Khoo has been employed by
Alger  Management as a senior  research  analyst since 1989 and as a Senior Vice
President  since 1995.  Mr.  Tartaro has been employed by Alger  Management as a
senior  research  analyst since 1990 and as a Senior Vice President  since 1995.
Mr. Alger,  Ms. Khoo and Mr. Tartaro also serve as portfolio  managers for other
mutual funds and investment accounts managed by Alger Management.

   Alger  Management  personnel  ("Access  Persons")  are permitted to engage in
personal securities  transactions  subject to the restrictions and procedures of
the  Fund's  Code of Ethics.  Pursuant  to the Code of  Ethics,  Access  Persons
generally must preclear all personal  securities  transactions  prior to trading
and are subject to certain  prohibitions on personal trading. You can get a copy
of the Fund's Code of Ethics by calling the Fund toll-free at (800) 992-3863.


FEES

   The Portfolio pays Alger  Management a management fee computed daily and paid
monthly at an annual rate of .75% of the value of the Portfolio's  average daily
net  assets.  This  management  fee is  higher  than  that  paid by  most  other
investment companies; however, such fee does not exceed those paid by funds with
similar investment objectives.

   
   From time to time Alger Management or its affiliates may compensate insurance
companies or their  affiliates  whose customers hold shares of the Portfolio for
providing  a  variety  of  record-keeping,   administrative,   marketing  and/or
shareholder support services. This compensation,  which may be paid at a rate of
up to .30% of the net asset  value of shares  held by those  customers,  will be
paid  from  Alger  Management's  own  resources  and not from the  assets of the
Portfolio.
    

                                       3
<PAGE>




EXPENSES

   The  Portfolio  pays  expenses  related  to its  daily  operations,  such  as
management fees, brokerage fees, custodian fees, Trustees' fees, transfer agency
fees and legal and auditing costs.  Alger Management has agreed to reimburse the
Portfolio to the extent that the annual operating expenses (excluding  interest,
taxes, fees for brokerage  services and extraordinary  expenses) exceed 1.50% of
the average  daily net assets for any fiscal  year.  In  addition,  from time to
time, Alger Management, in its sole discretion and as it deems appropriate,  may
assume  certain  expenses of the  Portfolio  while  retaining  the ability to be
reimbursed  by the  Portfolio  for such  amounts  prior to the end of the fiscal
year.  This will have the effect of lowering  the  Portfolio's  overall  expense
ratio and of increasing  yield to investors,  or the converse,  at the time such
amounts are assumed or reimbursed,  as the case may be. More  information  about
the Portfolio's  investment  management agreement and other expenses paid by the
Portfolio is included in the Statement of Additional Information.

   The Statement of Additional Information contains information about the Fund's
brokerage policies and practices.

DISTRIBUTOR

   Alger Inc. serves as the Fund's  distributor and also  distributes the shares
of other mutual funds managed by Alger Management.

TRANSFER AGENT

   Alger Shareholder Services, Inc., an affiliate of Alger Management, serves as
transfer agent for the Fund.


                                 NET ASSET VALUE

   
   The price of one share of the  Portfolio  is its "net asset  value."  The net
asset value is computed by adding the value of the Portfolio's  investments plus
cash and other assets, deducting liabilities and then dividing the result by the
number of its  shares  outstanding.  The net  asset  value of the  Portfolio  is
calculated  on each day the New York Stock  Exchange  ("NYSE") is open as of the
close of business (normally 4:00 p.m. Eastern time).
    


                            PURCHASES AND REDEMPTIONS

   Contract or policy holders or Plan participants  would not deal directly with
the Fund  regarding the purchase or redemption of the  Portfolio's  shares.  The
separate  accounts of the  Participating  Insurance  Companies  place  orders to
purchase and redeem  shares of the Portfolio  based on, among other things,  the
amount of  premium  payments  to be  invested  and the amount of  surrender  and
transfer  requests (as defined in the  prospectuses  describing the VA contracts
and VLI policies issued by the Participating Insurance Companies) to be effected
on that day pursuant to VA contracts  and VLI Policies.  Plan trustees  purchase
Portfolio shares. Plan participants cannot contact the Fund directly to purchase
shares of the Portfolio  but may invest in shares of the Portfolio  only through
their Plan.  Participants  should  contact  their Plan  sponsor for  information
concerning the appropriate procedure for investing in the Portfolio.

   
   Orders  for  shares  of the  Portfolio  received  by the  Fund or the  Fund's
transfer  agent are effected on days on which the NYSE is open for trading.  For
orders received  before the close of regular trading on the NYSE,  purchases and
redemptions  of the shares of the Portfolio are effected at the  respective  net
asset values per share determined as of the close of regular trading on the NYSE
on the same day.  Orders received after the close of regular trading on the NYSE
are effected at the next calculated net asset value.  See "Net Asset Value." All
orders for the purchase of shares are subject to  acceptance or rejection by the
Fund.  Payment  for  redemptions  will be made by the Fund's  transfer  agent on
behalf of the Fund and the  Portfolio  within  seven days  after the  request is
received.  Neither the Fund nor the Portfolio  assesses any fees, either when it
sells or when it redeems the Portfolio's  shares.  Surrender charges,  mortality
and  expense  risk fees and  other  charges  may be  assessed  by  Participating
Insurance Companies under the VA contracts or VLI policies. These fees should be
described in the Participating  Insurance Companies'  prospectuses.  Any charges
assessed by the Plans should be described in the Plan documents.
    


                           DIVIDENDS AND DISTRIBUTIONS

   Dividends and distributions  will be automatically  reinvested on the payment
date for each shareholder's account in additional shares of the Portfolio at net
asset value or, in the case of VA contracts  and VLI  policies,  will be paid in
cash at the election of the Participating  Insurance  Company.  Dividends of the
Portfolio will be declared and paid annually.  Distributions of any net realized
capital  gains earned by the Portfolio  usually will be made annually  after the

                                       4
<PAGE>

   
close of the fiscal year in which the gains are earned.  Participating Insurance
Companies and Plans will be informed about the amount and character of dividends
and distributions from the Portfolio for federal income tax purposes.
    

                                      TAXES

   The Fund intends that the Portfolio  will qualify  separately as a "regulated
investment company" (within the meaning of the Internal Revenue Code of 1986, as
amended)  for  each  taxable  year.  If  so  qualified,  and  providing  certain
distribution  requirements are met, the Portfolio will not be subject to federal
income  tax on  its  net  investment  income  and  net  capital  gains  that  it
distributes to its shareholders.

   Dividends paid from net investment  income and  distributions of net realized
short-term   capital  gains  are  treated  as  ordinary  income  earned  by  the
shareholders of the Portfolio.  Distributions of net long-term capital gains are
treated as such by shareholders for federal income tax purposes.  Federal income
taxation of separate  accounts of life insurance  companies,  VA contracts,  VLI
policies and of the Plans is discussed in the prospectuses of the  Participating
Insurance  Companies and in the Plan documents.  With respect to participants in
the Plans,  dividends from net investment  income and net realized capital gains
will  ordinarily not be subject to taxation until such dividends are distributed
to such participants from their Plan accounts.

                                   PERFORMANCE

   All performance figures are based on historical earnings and are not intended
to indicate future performance.

   The Portfolio may include  quotations of its "total return" and/or "yield" in
advertisements or reports to shareholders or prospective investors.  BOTH "TOTAL
RETURN"  AND/OR  "YIELD"  FIGURES ARE BASED ON  HISTORICAL  EARNINGS AND ARE NOT
INTENDED TO INDICATE FUTURE PERFORMANCE. Total return figures show the aggregate
or average percentage change in value of an investment in the Portfolio from the
beginning date of the measuring period to the end of the measuring period. These
figures reflect  changes in the price of the Portfolio's  shares and assume that
any income  dividends and/or capital gains  distributions  made by the Portfolio
during the period were  reinvested in shares of the  Portfolio.  Figures will be
given for recent 1, 5 and 10 year periods, and may be given for other periods as
well  (such  as  from  commencement  of  the  Portfolio's  operations,  or  on a
year-by-year basis). The Portfolio may also use "aggregate" total return figures
for  various  periods,  representing  the  cumulative  change  in  value  of  an
investment in the Portfolio for the specific period (again reflecting changes in
Portfolio share prices and assuming reinvestment of dividends and distributions)
as well as "actual annual" and "annualized" total return figures.  Total returns
may be shown by means of schedules, charts or graphs, and may indicate subtotals
of the various  components  of total  return  (i.e.,  change in value of initial
investment,  income dividends and capital gains  distributions).  "Total return"
and "yield" for the Portfolio  will vary based on changes in market  conditions.
In addition, since the deduction of the Portfolio's expenses is reflected in the
total return and yield figures,  "total return" and "yield" will also vary based
on the level of the Portfolio's expenses.

   The actual  return of a holder of a VA  contract  or VLI policy  will also be
affected by charges imposed by the separate accounts of Participating  Insurance
Companies or, in the case of Plan participants, by any charges imposed under the
Plan.

                            INVESTOR AND SHAREHOLDER
                                   INFORMATION


   Investors and  shareholders  may contact the Fund toll-free at (800) 992-3863
for further information regarding the Fund and the Portfolio,  including current
performance  quotations,  as well as for  assistance in obtaining a Statement of
Additional  Information.  Holders  of VA  contracts  or VLI  policies  issued by
Participating  Insurance Companies and participants in Plans for which shares of
the  Portfolio  are the  investment  vehicle may receive from the  Participating
Insurance Companies or Plan sponsor unaudited  semi-annual  financial statements
and  year-end  financial  statements  audited by the Fund's  independent  public
accountants.  Each report will show the  investments  owned by the Portfolio and
the market values of the  investments and will provide other  information  about
the Portfolio and its operations.  The Fund's Annual Report contains  additional
performance  information  and is available  upon  request and without  charge by
contacting the Fund at the toll-free number listed above.


                                       5
<PAGE>

   


                             THE
                           ALGER     MEETING THE CHALLENGE
                        AMERICAN     OF INVESTING
                            FUND     

No  person  has  been  authorized  to  give  any  information  or  to  make  any
representations  other than those  contained in this Prospectus or the Statement
of Additional  Information in connection with the offering of the Fund's shares,
and if given or made,  such other  information  or  representations  must not be
relied on as  having  been  authorized  by the Fund.  This  Prospectus  does not
constitute an offer in any state in which,  or to any person to whom, such offer
may not lawfully be made.


         --------------------------------------------------------------


INVESTMENT MANAGER:                     TRANSFER AGENT:                  
Fred Alger Management, Inc.             Alger Shareholder Services, Inc. 
75 Maiden Lane                          30 Montgomery Street             
New York, New York 10038                Box 2001                         
                                        Jersey City, New Jersey 07302    
DISTRIBUTOR:                                                             
Fred Alger & Company,                   INDEPENDENT PUBLIC ACCOUNTANTS:  
Incorporated                            Arthur Andersen LLP              
30 Montgomery Street                    1345 Avenue of the Americas      
Jersey City, New Jersey 07302           New York, New York 10105         
                                                                         
                                            
<PAGE>


PROSPECTUS
- ----------


                           THE |
                         ALGER | 75 Maiden Lane
                      AMERICAN | New York, New York 10038
                          FUND | (800) 992-FUND (992-3863)





                     ALGER AMERICAN MIDCAP GROWTH PORTFOLIO
================================================================================



     The Alger American Fund (the "Fund") is a registered  investment company--a
mutual fund--that presently offers interests in six portfolios.  This Prospectus
sets forth  information  about the Alger American  MidCap Growth  Portfolio (the
"Portfolio"). The Portfolio seeks long-term capital appreciation by investing in
a diversified,  actively managed  portfolio of equity  securities,  primarily of
companies  with  total  market  capitalization  within  the  range of  companies
included in the S&P MidCap 400 Index.


   
     Shares  of the  Portfolio  are  offered  as a pooled  funding  vehicle  for
insurance  companies  writing  all  types of  variable  annuity  contracts  ("VA
contracts") and variable life insurance  policies ("VLI  policies") and are also
offered directly to qualified  pension and retirement  plans (the "Plans").  See
"The Alger American MidCap Growth Portfolio."
    

     SHARES OF THE PORTFOLIO ARE NOT DEPOSITS OR  OBLIGATIONS  OF, OR GUARANTEED
OR ENDORSED BY ANY BANK, AND THE SHARES ARE NOT FEDERALLY INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY.


     This Prospectus,  which should be retained for future  reference,  contains
important  information  that you should  know before  investing.  Please read it
along with the  prospectuses  issued by the insurance  companies with respect to
the VA contracts  and VLI policies or with the Plan  documents.  A "Statement of
Additional  Information" dated May 1, 1996 containing further  information about
all the portfolios of the Fund, including the Portfolio, has been filed with the
Securities and Exchange  Commission and is  incorporated  by reference into this
Prospectus.  It is available at no charge by contacting  the Fund at the address
or phone number above.


          FRED ALGER |                            FRED ALGER | 
         MANAGEMENT, | INVESTMENT MANAGER         & COMPANY, | DISTRIBUTOR
                INC. |                          INCORPORATED |


================================================================================
          THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
           SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
            COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
                 OR ANY STATE SECURITIES COMMISSION PASSED UPON
                  THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
                     ANY REPRESENTATION TO THE CONTRARY IS A
                                CRIMINAL OFFENSE.
================================================================================


                                   MAY 1, 1996
<PAGE>


- --------------------------------------------------------------------------------

                                    CONTENTS
                                                                     Page
                                                                     ----

Portfolio Expenses ...............................................    iii

Financial Highlights .............................................     iv

The Alger American MidCap

  Growth Portfolio ...............................................      1

Participating Insurance Companies and Plans ......................      1

Investment Objective and Policies ................................      1


Investment Practices .............................................      2



                                                                     Page
                                                                     ----


Management of the Fund ...........................................      3


Net Asset Value ..................................................      4

Purchases and Redemptions ........................................      4


Dividends and Distributions ......................................      5

Taxes ............................................................      5

Performance ......................................................      5


Investor and Shareholder Information .............................      5

- --------------------------------------------------------------------------------

                                       ii
<PAGE>
- --------------------------------------------------------------------------------

PORTFOLIO EXPENSES

     The Table  below is  designed  to assist you in  understanding  the various
costs and  expenses  that you will  bear as a  shareholder.  THE TABLE  DOES NOT
REFLECT  CHARGES  AND  DEDUCTIONS  WHICH ARE,  OR MAY BE,  IMPOSED  UNDER THE VA
CONTRACTS,  VLI POLICIES OR PLANS;  SUCH CHARGES AND DEDUCTIONS ARE DESCRIBED IN
THE PROSPECTUS FOR THE VA CONTRACT OR VLI POLICY ACCOMPANYING THIS PROSPECTUS OR
IN THE PLAN DOCUMENTS.

     The Example  below  shows the amount of expenses  you would pay on a $1,000
investment  in the  Portfolio.  These  amounts  assume the  reinvestment  of all
dividends and distributions  and payment by the Portfolio of operating  expenses
as shown in the Table under Annual Portfolio Operating Expenses.  The Example is
an  illustration  only and  actual  expenses  may be  greater or less than those
shown.


SHAREHOLDER TRANSACTION EXPENSES

Maximum Sales Load Imposed on Purchases ...............................    None

Maximum Sales Load Imposed on Reinvested Dividends ....................    None

Deferred Sales Load ...................................................    None

Redemption Fees .......................................................    None


ANNUAL PORTFOLIO OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE NET ASSETS)

Management Fees .......................................................    .80%

12b-1 Fees ............................................................      --

   
Other Expenses ........................................................    .10%
                                                                           ----
Total Portfolio Operating Expenses ....................................    .90%
                                                                           ====
    

EXAMPLE

You would pay the following expenses on a $1,000 investment,  assuming (1)
  5% annual return and (2) redemption at the end of each time period:

   
One Year ..............................................................    $  9

Three Years ...........................................................      29

Five Years ............................................................      50

Ten Years .............................................................     111
    



- --------------------------------------------------------------------------------

                                      iii
<PAGE>

                              FINANCIAL HIGHLIGHTS


     The Financial  Highlights  for the periods ended  December 31, 1993 through
1995 have been audited by Arthur  Andersen  LLP, the Fund's  independent  public
accountants,  as indicated in their report dated  February 5, 1996 on the Fund's
financial  statements  as of December  31, 1995 which are included in the Fund's
Statement of Additional Information.  The Financial Highlights should be read in
conjunction  with  the  Fund's  financial  statements  and  notes  thereto.  The
Statement  of  Additional  Information  may be  obtained  from the fund  without
charge.



 THE ALGER AMERICAN FUND
 MIDCAP GROWTH PORTFOLIO
 FINANCIAL HIGHLIGHTS

 FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>


                                                                                                      From May 3, 1993
                                                                         Year Ended December 31,      (commencement of
                                                                         -----------------------         operations)
                                                                           1995          1994      to December 31, 1993(i)
                                                                           -------------------     -----------------------


<S>                                                                   <C>                 <C>                <C>    

   
 Net asset value, beginning of year...............................    $  13.46            $ 13.72           $ 10.00
                                                                      --------            -------           -------
 Net investment income (loss).....................................       (0.03)              0.00(ii)         (0.02)
 Net realized and unrealized gain (loss)                                        
   on investments.................................................        6.01              (0.21)             3.88
                                                                      --------            -------           -------
   Total from investment operations...............................        5.98              (0.21)             3.86
 Distributions from net realized gains............................          --              (0.05)            (0.14)
                                                                      --------            -------           ------- 
 Net asset value, end of year.....................................    $  19.44            $ 13.46           $ 13.72
                                                                      ========            =======           =======
 Total Return.....................................................       44.45%             (1.54%)           38.67%
                                                                      ========            =======           =======
 Ratios and Supplemental Data:                                                  
   Net assets, end of year (000's omitted)........................    $185,349            $62,178           $21,301
                                                                      ========            =======           =======
   Ratio of expenses to average net assets........................        0.90%              0.97%             1.50%
                                                                      ========            =======           =======
   Decrease reflected in above expense                                          
     ratios due to expense                                            
     reimbursements...............................................          --                --               0.03%
                                                                      ========            =======           =======
   Ratio of net investment income (loss)                                        
     to average net assets........................................       (0.25%)             0.03%            (0.58%)
                                                                      ========            =======           =======
   Portfolio Turnover Rate........................................      104.74%             83.96%            67.22%
                                                                      ========            =======           =======
    

</TABLE>

                                                                      

 (i) Ratios have been annualized; total return has not been annualized.
(ii) Amount was computed based on average shares outstanding during the period.

- --------------------------------------------------------------------------------

                                       iv

<PAGE>
                            THE ALGER AMERICAN MIDCAP
                                GROWTH PORTFOLIO

   
   The Portfolio is designed to permit  insurance  companies that issue variable
annuity  contracts ("VA  contracts") and variable life insurance  policies ("VLI
policies") to offer contract and policy  holders the  opportunity to participate
in the performance of the Portfolio. The Portfolio may also be a funding vehicle
for qualified pension and retirement plans (the "Plans") which elect to make the
Portfolio an investment option for Plan participants.
    

   The Fund is a diversified, open-end management investment company that offers
a selection of six portfolios,  each having distinct  investment  objectives and
policies.  The Fund's Board of Trustees may establish  additional  portfolios at
any time.

                             PARTICIPATING INSURANCE
                               COMPANIES AND PLANS

   
     The Portfolio is intended to be a funding  vehicle for VA contracts and VLI
policies  to be offered by the  separate  accounts  of  certain  life  insurance
companies  ("Participating  Insurance Companies") and Plans.  Individuals cannot
invest in the Portfolio directly but may do so only through a VA contract or VLI
policy or a Plan. The Fund currently does not foresee any  disadvantages  to the
holders  of VA  contracts  and VLI  Policies  arising  from  the  fact  that the
interests of the holders of VA contracts  and VLI policies may differ,  that the
Participating  Insurance Companies may not be affiliated with each other or that
the Portfolio may offer its shares to Plans.  Nevertheless,  the Fund's Trustees
intend  to  monitor  events in order to  identify  any  material  irreconcilable
conflicts  which may possibly arise due to differences of tax treatment or other
considerations,  and to  determine  what  action,  if any,  should  be  taken in
response  to such  conflicts.  If such a  conflict  were to  occur,  one or more
Participating  Insurance  Company separate  accounts or Plans might withdraw its
investment in the  Portfolio,  which may cause the  Portfolio to sell  portfolio
securities  at  disadvantageous  prices.  The VA contracts  and VLI policies are
described in the separate  prospectuses  issued by the  Participating  Insurance
Companies,  and the Plans are described in the Plan  documents made available by
the Plan sponsors.  The Fund assumes no responsibility  for such prospectuses or
Plan documents.


                       INVESTMENT OBJECTIVE AND POLICIES

     The investment objective and restrictions  summarized below are fundamental
which  means  that they may not be changed  without  shareholder  approval.  All
investment policies and practices  described  elsewhere in this Prospectus,  and
not explicitly  identified as fundamental,  are not  fundamental,  so the Fund's
Board of Trustees  may change them  without  shareholder  approval.  There is no
guarantee that the Portfolio's objective will be achieved.
    

   As a matter of fundamental  policy,  the Portfolio will not: (1) with respect
to 75% of its total  assets,  invest more than 5% of its total assets in any one
issuer, except for obligations issued or guaranteed by the U.S. Government,  its
agencies or instrumentalities ("U.S. Government securities");  (2) own more than
10% of the outstanding  voting  securities of any company,  (3) invest more than
10% of its net  assets in  securities  that are not  readily  marketable  and in
repurchase  agreements  with maturities of more than seven days; (4) invest more
than 25% of its total  assets in any one  industry,  except for U.S.  Government
securities;  (5) borrow  money or pledge its  assets,  except for  temporary  or
emergency  purposes,  in an  amount  exceeding  10% of  its  total  assets.  The
Statement of Additional Information contains additional investment  restrictions
as well as information on the Portfolio's investment practices.


   
   The investment objective of the Portfolio is long-term capital  appreciation.
Except during temporary defensive periods, the Portfolio invests at least 65% of
its  total  assets  in  equity  securities  of  companies  that,  at the time of
purchase,  have  total  market  capitalization--present  market  value per share
multiplied  by the  total  number  of  shares  outstanding--within  the range of
companies  included  in the S&P  MidCap 400 Index,  updated  quarterly.  The S&P
MidCap 400 Index is designed to track the  performance of medium  capitalization
companies.  As of March 31, 1996,  the range of market  capitalization  of these
companies was $153 million to $8.88 billion.  The Portfolio may invest up to 35%
of its total  assets in equity  securities  of  companies  that,  at the time of
purchase,  have  total  market  capitalization  outside  the range of  companies
included in the S&P MidCap 400 Index and in excess of that amount (up to 100% of
its assets) during temporary defensive periods.
    


IN GENERAL

   The  Portfolio  seeks  to  achieve  its  objective  by  investing  in  equity
securities,  such as common or preferred stocks, or securities  convertible into
or  exchangeable  for equity  securities,  including  warrants  and rights.  The
Portfolio  will invest  primarily in companies  whose  securities  are traded on

                                       1

<PAGE>

domestic stock exchanges or in the over-the-counter  market. These companies may
still be in the  developmental  stage,  may be older companies that appear to be
entering  a new stage of growth  progress  owing to factors  such as  management
changes  or  development  of  new  technology,  products  or  markets  or may be
companies providing products or services with a high unit volume growth rate. In
order  to  afford  the  Portfolio  the  flexibility  to  take  advantage  of new
opportunities  for investments in accordance with its investment  objective,  it
may hold up to 15% of its net assets in money market  instruments and repurchase
agreements  and in  excess  of that  amount  (up to 100% of its  assets)  during
temporary  defensive periods.  This amount may be higher than that maintained by
other funds with similar investment objectives.


                              INVESTMENT PRACTICES

   The Portfolio may use the  investment  strategies  and invest in the types of
securities  described  below,  which may involve certain risks. The Statement of
Additional  Information contains more detailed information about these practices
and information about other investment practices of the Portfolio.

REPURCHASE AGREEMENTS

   In a repurchase  agreement,  the  Portfolio  buys a security at one price and
simultaneously  agrees  to sell it back at a  higher  price.  In the  event of a
bankruptcy  or  default  of the other  party to the  repurchase  agreement,  the
Portfolio  could  experience  costs and  delays in  liquidating  the  underlying
security,  which is held as collateral,  and the Portfolio might incur a loss if
the value of the collateral held declines during this period.

ILLIQUID AND RESTRICTED SECURITIES

   
   Under  the  policies  and  procedures  established  by the  Fund's  Board  of
Trustees,  Fred  Alger  Management,   Inc.  ("Alger  Management"),   the  Fund's
investment  manager,  determines the liquidity of the  Portfolio's  investments.
Investments may be illiquid  because of the absence of an active trading market,
making it difficult to sell promptly at an acceptable  price.  The Portfolio may
purchase securities eligible for resale under Rule 144A of the Securities Act of
1933. This rule permits  otherwise  restricted  securities to be sold to certain
institutional buyers. The Portfolio will limit its purchases of these securities
to those which Alger  Management,  under the  supervision of the Fund's Board of
Trustees,  determines  to be liquid.  A  restricted  security  is one that has a
contractual  restriction on its resale or which cannot be sold publicly until it
is registered under the Securities Act of 1933.
    


LENDING OF PORTFOLIO SECURITIES

   In order to generate  income and to offset  expenses,  the Portfolio may lend
portfolio securities with a value up to 33-1/3% of the Portfolio's  total assets
to brokers,  dealers and other  financial  organizations.  Any such loan will be
continuously secured by collateral at least equal to the value of the securities
loaned. Such lending could result in delays in receiving  additional  collateral
or in the  recovery  of  the  securities  or  possible  loss  of  rights  in the
collateral should the borrower fail financially.


FOREIGN SECURITIES

   The Portfolio may invest up to 20% of its total assets in foreign securities.
Investing in securities  of foreign  companies  and foreign  governments,  which
generally are  denominated in foreign  currencies,  may involve certain risk and
opportunity  considerations not typically  associated with investing in domestic
companies and could cause the Portfolio to be affected  favorably or unfavorably
by changes in currency exchange rates and revaluations of currencies.

   The  Portfolio may purchase  American  Depositary  Receipts  ("ADRs") or U.S.
dollar-denominated  securities  of foreign  issuers that are not included in the
20% foreign  securities  limitation.  ADRs are receipts  issued by U.S. banks or
trust  companies in respect of securities of foreign issuers held on deposit for
use  in  the  U.S.  securities  markets.  While  ADRs  may  not  necessarily  be
denominated  in the same  currency  as the  securities  into  which  they may be
converted,  many of the risks associated with foreign  securities may also apply
to ADRs.


OTHER INVESTMENTS

   In addition to the  securities and investment  techniques  listed above,  the
Portfolio  may  invest in bank and  thrift  obligations,  obligations  issued or
guaranteed  by the U.S.  Government  or by its  agencies  or  instrumentalities,
foreign bank  obligations and obligations of foreign branches of domestic banks,
and variable rate master demand notes. See "Investment  Objectives and Policies"
in the Statement of Additional Information.


PORTFOLIO TURNOVER

   Portfolio changes will generally be made without regard to the length of time
a security  has been held or  whether a sale  would  result in a profit or loss.
Increased  portfolio turnover will have the effect of increasing the Portfolio's
brokerage and custodial expenses.

                                       2
<PAGE>

                             MANAGEMENT OF THE FUND


ORGANIZATION

   The Fund was  organized  on April  6,  1988 as a  multi-series  Massachusetts
business  trust.  The Fund offers an  unlimited  number of shares of six series,
representing the shares of the Fund's portfolios, including the Portfolio.

   Although the Fund is not required by law to hold annual shareholder meetings,
it may hold meetings from time to time on important  matters,  and  shareholders
have the right to call a meeting  to remove a Trustee  or to take  other  action
described in the Trust's Declaration of Trust. Shareholders of the Portfolio may
vote only on matters that affect the Portfolio.

   
   Under  normal  circumstances,  other than the shares  issued to Alger Inc. in
connection  with its  creation and initial  capitalization,  the Fund intends to
distribute its shares of the Portfolio to Participating  Insurance Companies and
Plans,  so that  only  Participating  Insurance  Companies  and  their  separate
accounts and Plans will be considered  shareholders  of the Portfolio.  Although
the Participating  Insurance Companies and their separate accounts and the Plans
are the shareholders or investors,  the Participating  Insurance  Companies will
pass through  voting  rights to their VA contract and VLI policy  holders.  Plan
sponsors  may or may not  pass  through  voting  rights  to  Plan  participants,
depending on the terms of the Plan's  governing  documents.  For a discussion of
voting  rights,   please  refer  to  the  Participating   Insurance   Companies'
prospectuses or the Plan documents.
    

   When  matters  are  submitted  for  shareholder  vote,  shareholders  of  the
Portfolio  will  have  one  vote for each  full  share  held and  proportionate,
fractional  votes for fractional  shares held. A separate vote of a portfolio of
the Fund is required on any matter affecting the portfolio on which shareholders
are entitled to vote,  such as approval of a  portfolio's  agreement  with Alger
Management.  Shareholders  of one portfolio are not entitled to vote on a matter
that does not affect that portfolio but that does require a separate vote of the
other portfolios.  There normally will be no annual meetings of shareholders for
the  purpose  of  electing  Trustees  unless  and until such time as less than a
majority of Trustees holding office have been elected by shareholders,  at which
time the  Trustees  then in office  will call a  shareholders'  meeting  for the
election of  Trustees.  Any  Trustee  may be removed  from office on the vote of
shareholders  holding at least two thirds of the Fund's  outstanding shares at a
meeting  called for that  purpose.  The  Trustees  are  required  to call such a
meeting  on the  written  request  of  shareholders  holding at least 10% of the
Fund's outstanding shares.


BOARD OF TRUSTEES

   The  Fund is  governed  by a Board  of  Trustees  which  is  responsible  for
protecting the interests of shareholders under  Massachusetts law. The Statement
of Additional  Information  contains general  background  information about each
Trustee and officer of the Fund.


INVESTMENT MANAGER

   Alger Management is the Fund's investment  manager and is responsible for the
overall  administration of the Fund,  subject to the supervision of the Board of
Trustees. Alger Management makes investment decisions for the Portfolio,  places
orders to purchase and sell  securities  on behalf of the  Portfolio and selects
broker-dealers  that, in its judgment,  provide prompt and reliable execution at
favorable  prices and reasonable  commission  rates. It is anticipated  that the
Fund's  distributor,  Fred  Alger & Company,  Incorporated  ("Alger  Inc."),  an
affiliate  of Alger  Management,  will serve as the Fund's  broker in  effecting
substantially  all of the Portfolio's  transactions on securities  exchanges and
will retain commissions in accordance with certain regulations of the Securities
and Exchange  Commission.  In addition,  Alger Management  employs  professional
securities  analysts who provide research services  exclusively to the Portfolio
and other  accounts  for  which  Alger  Management  or its  affiliates  serve as
investment adviser or subadviser.


   Alger  Management has been in the business of providing  investment  advisory
services since 1964 and, as of December 31, 1995, had approximately $4.8 billion
under management, $3.0 billion in mutual fund accounts and $1.8 billion in other
advisory  accounts.  Alger  Management  is owned by Alger Inc.  which in turn is
owned by Alger Associates,  Inc., a financial services holding company.  Fred M.
Alger III and his  brother,  David D. Alger,  are the majority  shareholders  of
Alger  Associates,  Inc.  and may be  deemed to  control  that  company  and its
subsidiaries.



PORTFOLIO MANAGERS


     David D. Alger,  Seilai Khoo and Ronald  Tartaro are primarily  responsible
for the day-to-day  management of the Portfolios of the Fund. Mr. Alger has been
employed  by Alger  Management  as  Executive  Vice  President  and  Director of
Research  since 1971 and as President  since 1995. Ms. Khoo has been employed by
Alger  Management as a senior  research  analyst since 1989 and as a Senior Vice
President  since 1995.  Mr.  Tartaro has been employed by Alger  Management as a
senior  research  analyst since 1990 and as a Senior Vice President  since 1995.
Mr. Alger,  Ms. Khoo and Mr. Tartaro also serve as portfolio  managers for other
mutual funds and investment accounts managed by Alger Management.


                                       3
<PAGE>


   Alger  Management  personnel  ("Access  Persons")  are permitted to engage in
personal securities  transactions  subject to the restrictions and procedures of
the  Fund's  Code of Ethics.  Pursuant  to the Code of  Ethics,  Access  Persons
generally must preclear all personal  securities  transactions  prior to trading
and are subject to certain  prohibitions on personal trading. You can get a copy
of the Fund's Code of Ethics by calling the Fund toll-free at (800) 992-3863.



FEES

   The Portfolio pays Alger  Management a management fee computed daily and paid
monthly at an annual rate of .80% of the value of the Portfolio's  average daily
net  assets.  This  management  fee is  higher  than  that  paid by  most  other
investment companies; however, such fee does not exceed those paid by funds with
similar investment objectives.

   
   From time to time Alger Management or its affiliates may compensate insurance
companies or their  affiliates  whose customers hold shares of the Portfolio for
providing  a  variety  of  record-keeping,   administrative,   marketing  and/or
shareholder support services. This compensation,  which may be paid at a rate of
up to .30% of the net asset  value of shares  held by those  customers,  will be
paid  from  Alger  Management's  own  resources  and not from the  assets of the
Portfolio.
    


EXPENSES

   The  Portfolio  pays  expenses  related  to its  daily  operations,  such  as
management fees, brokerage fees, custodian fees, Trustees' fees, transfer agency
fees and legal and auditing costs.  Alger Management has agreed to reimburse the
Portfolio to the extent that the annual operating expenses (excluding  interest,
taxes, fees for brokerage  services and extraordinary  expenses) exceed 1.50% of
the average  daily net assets for any fiscal  year.  In  addition,  from time to
time, Alger Management, in its sole discretion and as it deems appropriate,  may
assume  certain  expenses of the  Portfolio  while  retaining  the ability to be
reimbursed  by the  Portfolio  for such  amounts  prior to the end of the fiscal
year.  This will have the effect of lowering  the  Portfolio's  overall  expense
ratio and of increasing  yield to investors,  or the converse,  at the time such
amounts are assumed or reimbursed,  as the case may be. More  information  about
the Portfolio's  investment  management agreement and other expenses paid by the
Portfolio is included in the Statement of Additional Information.

   The Statement of Additional Information contains information about the Fund's
brokerage policies and practices.


DISTRIBUTOR

     Alger Inc. serves as the Fund's distributor and also distributes the shares
of other mutual funds managed by Alger Management.


TRANSFER AGENT
   Alger Shareholder Services, Inc., an affiliate of Alger Management, serves as
transfer agent for the Fund.


                                 NET ASSET VALUE

   
   The price of one share of the  Portfolio  is its "net asset  value."  The net
asset value is computed by adding the value of the Portfolio's  investments plus
cash and other assets, deducting liabilities and then dividing the result by the
number of its  shares  outstanding.  The net  asset  value of the  Portfolio  is
calculated  on each day the New York Stock  Exchange  ("NYSE") is open as of the
close of business (normally 4:00 p.m. Eastern time).
    


                            PURCHASES AND REDEMPTIONS

   Contract or policy holders or Plan participants  would not deal directly with
the Fund  regarding the purchase or redemption of the  Portfolio's  shares.  The
separate  accounts of the  Participating  Insurance  Companies  place  orders to
purchase and redeem  shares of the Portfolio  based on, among other things,  the
amount of  premium  payments  to be  invested  and the amount of  surrender  and
transfer  requests (as defined in the  prospectuses  describing the VA contracts
and VLI policies issued by the Participating Insurance Companies) to be effected
on that day pursuant to VA contracts  and VLI Policies.  Plan trustees  purchase
Portfolio shares. Plan participants cannot contact the Fund directly to purchase
shares of the Portfolio  but may invest in shares of the Portfolio  only through
their Plan.  Participants  should  contact  their Plan  sponsor for  information
concerning the appropriate procedure for investing in the Portfolio.

   
   Orders  for  shares  of the  Portfolio  received  by the  Fund or the  Fund's
transfer  agent are effected on days on which the NYSE is open for trading.  For
orders received  before the close of regular trading on the NYSE,  purchases and
redemptions  of the shares of the Portfolio are effected at the  respective  net
asset values per share determined as of the close of regular trading on the NYSE
on the same day.  Orders received after the close of regular trading on the NYSE
are effected at the next calculated net asset value.  See "Net Asset Value." All
orders for the purchase of shares are subject to  acceptance or rejection by the
Fund.  Payment  for  redemptions  will be made by the Fund's  transfer  agent on
behalf of the Fund and the  Portfolio  within  seven days  after the  request is
received. Neither the Fund nor the Portfolio assesses any fees, either when it
    

                                       4
<PAGE>

sells or when it redeems the Portfolio's  shares.  Surrender charges,  mortality
and  expense  risk fees and  other  charges  may be  assessed  by  Participating
Insurance Companies under the VA contracts or VLI policies. These fees should be
described in the Participating  Insurance Companies'  prospectuses.  Any charges
assessed by the Plans should be described in the Plan documents.


                           DIVIDENDS AND DISTRIBUTIONS

   
   Dividends and distributions  will be automatically  reinvested on the payment
date for each shareholder's account in additional shares of the Portfolio at net
asset value or, in the case of VA contracts  and VLI  policies,  will be paid in
cash at the election of the Participating  Insurance  Company.  Dividends of the
Portfolio will be declared and paid annually.  Distributions of any net realized
capital  gains earned by the Portfolio  usually will be made annually  after the
close of the fiscal year in which the gains are earned.  Participating Insurance
Companies and Plans will be informed about the amount and character of dividends
and distributions from the Portfolio for federal income tax purposes.
    


                                      TAXES

   The Fund intends that the Portfolio  will qualify  separately as a "regulated
investment company" (within the meaning of the Internal Revenue Code of 1986, as
amended)  for  each  taxable  year.  If  so  qualified,  and  providing  certain
distribution  requirements are met, the Portfolio will not be subject to federal
income  tax on  its  net  investment  income  and  net  capital  gains  that  it
distributes to its shareholders.

   Dividends paid from net investment  income and  distributions of net realized
short-term   capital  gains  are  treated  as  ordinary  income  earned  by  the
shareholders of the Portfolio.  Distributions of net long-term capital gains are
treated as such by shareholders for federal income tax purposes.  Federal income
taxation of separate  accounts of life insurance  companies,  VA contracts,  VLI
policies and of the Plans is discussed in the prospectuses of the  Participating
Insurance  Companies and in the Plan documents.  With respect to participants in
the Plans,  dividends from net investment  income and net realized capital gains
will  ordinarily not be subject to taxation until such dividends are distributed
to such participants from their Plan accounts.


                                   PERFORMANCE

   All performance figures are based on historical earnings and are not intended
to indicate future performance.

   The Portfolio may include  quotations of its "total return" and/or "yield" in
advertisements or reports to shareholders or prospective investors.  BOTH "TOTAL
RETURN"  AND/OR  "YIELD"  FIGURES ARE BASED ON  HISTORICAL  EARNINGS AND ARE NOT
INTENDED TO INDICATE FUTURE PERFORMANCE. Total return figures show the aggregate
or average percentage change in value of an investment in the Portfolio from the
beginning date of the measuring period to the end of the measuring period. These
figures reflect  changes in the price of the Portfolio's  shares and assume that
any income  dividends and/or capital gains  distributions  made by the Portfolio
during the period were  reinvested in shares of the  Portfolio.  Figures will be
given for recent 1, 5 and 10 year periods, and may be given for other periods as
well  (such  as  from  commencement  of  the  Portfolio's  operations,  or  on a
year-by-year basis). The Portfolio may also use "aggregate" total return figures
for  various  periods,  representing  the  cumulative  change  in  value  of  an
investment in the Portfolio for the specific period (again reflecting changes in
Portfolio share prices and assuming reinvestment of dividends and distributions)
as well as "actual annual" and "annualized" total return figures.  Total returns
may be shown by means of schedules, charts or graphs, and may indicate subtotals
of the various  components  of total  return  (i.e.,  change in value of initial
investment,  income dividends and capital gains  distributions).  "Total return"
and "yield" for the Portfolio  will vary based on changes in market  conditions.
In addition, since the deduction of the Portfolio's expenses is reflected in the
total return and yield figures,  "total return" and "yield" will also vary based
on the level of the Portfolio's expenses.

   The actual  return of a holder of a VA  contract  or VLI policy  will also be
affected by charges imposed by the separate accounts of Participating  Insurance
Companies or, in the case of Plan participants, by any charges imposed under the
Plan.


                            INVESTOR AND SHAREHOLDER
                                   INFORMATION


   Investors and  shareholders  may contact the Fund toll-free at (800) 992-3863
for further information regarding the Fund and the Portfolio,  including current
performance  quotations,  as well as for  assistance in obtaining a Statement of
Additional  Information.  Holders  of VA  contracts  or VLI  policies  issued by
Participating  Insurance Companies and participants in Plans for which shares of
the  Portfolio  are the  investment  vehicle may receive from the  Participating
Insurance Companies or Plan sponsor unaudited  semi-annual  financial statements
and  year-end  financial  statements  audited by the Fund's  independent  public
accountants.  Each report will show the  investments  owned by the Portfolio and
the market values of the  investments and will provide other  information  about
the Portfolio and its operations.  The Fund's Annual Report contains  additional
performance  information  and is available  upon  request and without  charge by
contacting the Fund at the toll-free number listed above.


                                       5
<PAGE>


                             THE
                           ALGER     MEETING THE CHALLENGE
                        AMERICAN     OF INVESTING
                            FUND     

No  person  has  been  authorized  to  give  any  information  or  to  make  any
representations  other than those  contained in this Prospectus or the Statement
of Additional  Information in connection with the offering of the Fund's shares,
and if given or made,  such other  information  or  representations  must not be
relied on as  having  been  authorized  by the Fund.  This  Prospectus  does not
constitute an offer in any state in which,  or to any person to whom, such offer
may not lawfully be made.


         --------------------------------------------------------------


INVESTMENT MANAGER:                     TRANSFER AGENT:                  
Fred Alger Management, Inc.             Alger Shareholder Services, Inc. 
75 Maiden Lane                          30 Montgomery Street             
New York, New York 10038                Box 2001                         
                                        Jersey City, New Jersey 07302    
DISTRIBUTOR:                                                             
Fred Alger & Company,                   INDEPENDENT PUBLIC ACCOUNTANTS:  
Incorporated                            Arthur Andersen LLP              
30 Montgomery Street                    1345 Avenue of the Americas      
Jersey City, New Jersey 07302           New York, New York 10105         
                                                                         
                                        
<PAGE>


PROSPECTUS
- ---------- 



                             THE
                           ALGER     75 MAIDEN LANE
                        AMERICAN     NEW YORK, NEW YORK 10038
                            FUND     (800) 992-FUND (992-363)




                    ALGER AMERICAN LEVERAGED ALLCAP PORTFOLIO
================================================================================

     The Alger American Fund (the "Fund") is a registered  investment company--a
mutual fund--that presently offers interests in six portfolios.  This Prospectus
sets forth information about the Alger American  Leveraged AllCap Portfolio (the
"Portfolio"). The Portfolio seeks long-term capital appreciation by investing in
a diversified,  actively managed portfolio of equity  securities.  The Portfolio
may engage in  leveraging  (up to 33-1/3% of its assets) and options and futures
transactions,  which  are  deemed  to be  speculative  and  which  may cause the
Portfolio's  net asset value to be more  volatile  than the net asset value of a
fund that does not engage in these activities.

   
     Shares  of the  Portfolio  are  offered  as a pooled  funding  vehicle  for
insurance  companies  writing  all  types of  variable  annuity  contracts  ("VA
contracts") and variable life insurance  policies ("VLI  policies") and are also
offered directly to qualified  pension and retirement  plans (the "Plans").  See
"The Alger American Leveraged AllCap Portfolio."
    

     SHARES OF THE PORTFOLIO ARE NOT DEPOSITS OR  OBLIGATIONS  OF, OR GUARANTEED
OR ENDORSED BY ANY BANK, AND THE SHARES ARE NOT FEDERALLY INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY.


     This Prospectus,  which should be retained for future  reference,  contains
important  information  that you should  know before  investing.  Please read it
along with the  prospectuses  issued by the insurance  companies with respect to
the VA contracts  and VLI policies or with the Plan  documents.  A "Statement of
Additional  Information" dated May 1, 1996 containing further  information about
all the portfolios of the Fund, including the Portfolio, has been filed with the
Securities and Exchange  Commission and is  incorporated  by reference into this
Prospectus.  It is available at no charge by contacting  the Fund at the address
or phone number above.



            FRED ALGER                           FRED ALGER
           MANAGEMENT,  INVESTMENT MANAGER        & COMPANY,   DISTRIBUTOR
                  INC.                          INCORPORATED
                    





================================================================================
          THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
           SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
            COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
               OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
                  ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
              REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
================================================================================
                                   MAY 1, 1996





<PAGE>
                                    CONTENTS
                                                            Page
                                                            ----
      Portfolio Expenses .................................  iii

      Financial Highlights ...............................   iv

      The Alger American Leveraged

        AllCap  Portfolio ................................    1

      Participating Insurance Companies and Plans ........    1

      Investment Objective and Policies ..................    1

      Investment Practices ...............................    2


                                                             Page
                                                             ----
      Management of the Fund .............................    3

      Net Asset Value ....................................    5

      Purchases and Redemptions ..........................    5

      Dividends and Distributions ........................    5

      Taxes ..............................................    5

      Performance ........................................    6

      Investor and Shareholder Information ...............    6



                                       ii
<PAGE>
 PORTFOLIO EXPENSES

   
     The Table  below is  designed  to assist you in  understanding  the various
costs and  expenses  that you will  bear as a  shareholder.  THE TABLE  DOES NOT
REFLECT  CHARGES  AND  DEDUCTIONS  WHICH ARE,  OR MAY BE,  IMPOSED  UNDER THE VA
CONTRACTS,  VLI POLICIES OR PLANS;  SUCH CHARGES AND DEDUCTIONS ARE DESCRIBED IN
THE PROSPECTUS FOR THE VA CONTRACT OR VLI POLICY ACCOMPANYING THIS PROSPECTUS OR
IN THE PLAN DOCUMENTS.
    

     The Example  below  shows the amount of expenses  you would pay on a $1,000
investment  in the  Portfolio.  These  amounts  assume the  reinvestment  of all
dividends and distributions  and payment by the Portfolio of operating  expenses
as shown in the Table under Annual Portfolio Operating Expenses.  The Example is
an  illustration  only and  actual  expenses  may be  greater or less than those
shown.


 SHAREHOLDER TRANSACTION EXPENSES

 Maximum Sales Load Imposed on Purchases .............................  None

 Maximum Sales Load Imposed on Reinvested Dividends ..................  None

 Deferred Sales Load .................................................  None

 Redemption Fees .....................................................  None


 ANNUAL PORTFOLIO OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE NET ASSETS)

 Management Fees .....................................................   .85%

 12b-1 Fees ..........................................................   --

   
 Other Expenses (after expense reimbursements)* ......................   .71%**
                                                                         ----
 Total Portfolio Expenses (after expense reimbursements)* ............  1.56%
                                                                        =====


 * Absent  reimbursements,  the amounts of Other  Expenses  and Total  Portfolio
   Expenses  would  have  been  3.07%  and  3.92%,  respectively,  for the Alger
   American Leveraged AllCap Portfolio.


** Included in Other Expenses of the Alger American Leveraged  AllCap  Portfolio
   is 0.06% of interest expense.
    

 EXAMPLE

 You would pay the following expenses on a $1,000 investment, assuming (1)
   5% annual return and (2) redemption at the end of each time period:

   
 One Year ............................................................   $ 16

 Three Years .........................................................     49

 Five Years ..........................................................     85

 Ten Years ...........................................................    186
    



                                       iii
<PAGE>

   
                              FINANCIAL HIGHLIGHTS


   The  Financial  Highlights  for the period ended  December 31, 1995 have been
audited by Arthur Andersen LLP, the Fund's  independent public  accountants,  as
indicated  in their  report  dated  February  5,  1996 on the  Fund's  financial
statements as of December 31, 1995 which are included in the Fund's Statement of
Additional  Information.  The Financial Highlights should be read in conjunction
with the  Fund's  financial  statements  and notes  thereto.  The  Statement  of
Additional Information may be obtained from the fund without charge.
    




THE ALGER AMERICAN FUND ALGER AMERICAN LEVERAGED ALLCAP PORTFOLIO 
Financial Highlights 
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD


   
                                                          From January 25, 1995
                                                            (commencement of
                                                               operations)
                                                         to December 31, 1995(i)
                                                         ----------------------
Net asset value, beginning of period.................................   $ 10.00
                                                                        -------
Net investment (loss)................................................     (0.03)
Net realized and unrealized gain  (loss) on investments..............      7.46
                                                                        -------
    Total from investment operations.................................      7.43
                                                                        -------
Net asset value, end of period.......................................   $ 17.43
                                                                        =======
Total Return.........................................................    74.30%
                                                                        =======
Ratios and Supplemental Data:
  Net assets, end of period (000's omitted)..........................   $ 5,497
                                                                        =======
  Ratio of expenses excluding interest to average net assets.........     1.50%
                                                                        =======
  Ratio of expenses including interest to average net assets.........     1.56%
                                                                        =======
  Decrease reflected in above expense ratios
    due to expense reimbursements....................................     2.36%
                                                                        =======
  Ratio of net investment (loss) to average net assets...............    (0.71%)
                                                                        =======
  Portfolio Turnover Rate............................................    178.23%
                                                                        =======
Debt outstanding at end of period....................................   $     0
                                                                        =======
Average amount of debt outstanding during the period.................   $ 8,122
                                                                        =======
Average daily number of shares outstanding during the period.........    75,460
                                                                        =======
Average amount of debt per share during the period...................   $  0.11
                                                                        =======
    



(i)Ratios have been annualized; total return has not been annualized.

                                       iv
<PAGE>
                          THE ALGER AMERICAN LEVERAGED
                                ALLCAP PORTFOLIO

   
   The Portfolio is designed to permit  insurance  companies that issue variable
annuity  contracts ("VA  contracts") and variable life insurance  policies ("VLI
policies") to offer contract and policy  holders the  opportunity to participate
in the performance of the Portfolio. The Portfolio may also be a funding vehicle
for qualified pension and retirement plans (the "Plans") which elect to make the
Portfolio an investment option for Plan participants.
    

   The Fund is a diversified, open-end management investment company that offers
a selection of six portfolios,  each having distinct  investment  objectives and
policies.  The Fund's Board of Trustees may establish  additional  portfolios at
any time.


                             PARTICIPATING INSURANCE
                               COMPANIES AND PLANS

   
   The  Portfolio is intended to be a funding  vehicle for VA contracts  and VLI
policies  to be offered by the  separate  accounts  of  certain  life  insurance
companies  ("Participating  Insurance Companies") and Plans.  Individuals cannot
invest in the Portfolio directly but may do so only through a VA contract or VLI
policy or a Plan. The Fund currently does not foresee any  disadvantages  to the
holders  of VA  contracts  and VLI  Policies  arising  from  the  fact  that the
interests of the holders of VA contracts  and VLI policies may differ,  that the
Participating  Insurance Companies may not be affiliated with each other or that
the Portfolio may offer its shares to Plans.  Nevertheless,  the Fund's Trustees
intend  to  monitor  events in order to  identify  any  material  irreconcilable
conflicts  which may possibly arise due to differences of tax treatment or other
considerations,  and to  determine  what  action,  if any,  should  be  taken in
response  to such  conflicts.  If such a  conflict  were to  occur,  one or more
Participating  Insurance  Company separate  accounts or Plans might withdraw its
investment in the  Portfolio,  which may cause the  Portfolio to sell  portfolio
securities  at  disadvantageous  prices.  The VA contracts  and VLI policies are
described in the separate  prospectuses  issued by the  Participating  Insurance
Companies,  and the Plans are described in the Plan  documents made available by
the Plan sponsors.  The Fund assumes no responsibility  for such prospectuses or
Plan documents.

                       INVESTMENT OBJECTIVE AND POLICIES

   The investment  objective and  restrictions  summarized below are fundamental
which  means  that they may not be changed  without  shareholder  approval.  All
investment policies and practices  described  elsewhere in this Prospectus,  and
not explicitly  identified as fundamental,  are not  fundamental,  so the Fund's
Board of Trustees may change them without shareholder approval.

   There is no guarantee that the Portfolio's  objective will be achieved.  As a
matter of fundamental policy, the Portfolio will not: (1) with respect to 75% of
its total  assets,  invest  more than 5% of its total  assets in any one issuer,
except for obligations issued or guaranteed by the U.S. Government, its agencies
or instrumentalities  ("U.S. Government  securities");  (2) own more than 10% of
the outstanding  voting  securities of any company,  (3) invest more than 10% of
its net assets in securities  that are not readily  marketable and in repurchase
agreements  with maturities of more than seven days; (4) invest more than 25% of
its total assets in any one industry, except for U.S. Government securities; (5)
borrow money or pledge its assets, except for temporary or emergency purposes in
an amount  exceeding 10% of its total assets or for  investment  purposes as set
forth below under  "Leverage  Through  Borrowing."  The  Statement of Additional
Information contains additional  investment  restrictions as well as information
on the Portfolio's investment practices.
    

   The investment objective of the Portfolio is long-term capital  appreciation.
Except during temporary defensive periods, the Portfolio invests at least 85% of
its net assets in equity securities of companies of any size.

   The Portfolio may purchase put and call options and sell (write) covered call
and put options on securities  indexes to increase gain and to hedge against the
risk of unfavorable  price  movements,  and may enter into futures  contracts on
securities  indexes and purchase and sell call and put options on these  futures
contracts.  The  Portfolio  may also borrow money for the purchase of additional
securities.  The  Portfolio  may  borrow  only from  banks and may not borrow in
excess of one third of the market value of its assets,  less  liabilities  other
than such borrowing.  These practices are deemed to be speculative and may cause
the  Portfolio's net asset value to be more volatile than the net asset value of
a fund that does not engage in these activities. See "Investment Practices."

IN GENERAL

   The  Portfolio  seeks  to  achieve  its  objective  by  investing  in  equity
securities,  such as common or preferred stocks, or securities  convertible into
or  exchangeable  for equity  securities,  including  warrants  and rights.  The
Portfolio  will invest  primarily in companies  whose  securities  are traded on
domestic stock exchanges or in the over-the-counter market. These companies  may

                                       1
<PAGE>

still be in the  developmental  stage,  may be older companies that appear to be
entering  a new stage of growth  progress  owing to factors  such as  management
changes  or  development  of  new  technology,  products  or  markets  or may be
companies providing products or services with a high unit volume growth rate. In
order  to  afford  the  Portfolio  the  flexibility  to  take  advantage  of new
opportunities  for investments in accordance with its investment  objective,  it
may hold up to 15% of its net assets in money market  instruments and repurchase
agreements  and in  excess  of that  amount  (up to 100% of its  assets)  during
temporary  defensive periods.  This amount may be higher than that maintained by
other funds with similar investment objectives.

                              INVESTMENT PRACTICES

   The Portfolio may use the  investment  strategies  and invest in the types of
securities  described  below,  which may involve certain risks. The Statement of
Additional  Information contains more detailed information about these practices
and information about other investment practices of the Portfolio.

REPURCHASE AGREEMENTS

   In a repurchase  agreement,  the  Portfolio  buys a security at one price and
simultaneously  agrees  to sell it back at a  higher  price.  In the  event of a
bankruptcy  or  default  of the other  party to the  repurchase  agreement,  the
Portfolio  could  experience  costs and  delays in  liquidating  the  underlying
security,  which is held as collateral,  and the Portfolio might incur a loss if
the value of the collateral held declines during this period.


ILLIQUID AND RESTRICTED SECURITIES

   Under  the  policies  and  procedures  established  by the  Fund's  Board  of
Trustees,  Fred Alger  Management,  Inc.  ("Alger  Management")  determines  the
liquidity of the Portfolio's investments. Investments may be illiquid because of
the absence of an active trading market, making it difficult to sell promptly at
an acceptable price. The Portfolio may purchase  securities  eligible for resale
under  Rule 144A of the  Securities  Act of 1933.  This rule  permits  otherwise
restricted  securities to be sold to certain institutional buyers. The Portfolio
will limit its purchases of these  securities  to those which Alger  Management,
under the supervision of the Fund's Board of Trustees,  determines to be liquid.
A restricted security is one that has a contractual restriction on its resale or
which cannot be sold publicly until it is registered under the Securities Act of
1933.


LENDING OF PORTFOLIO SECURITIES

   In order to generate  income and to offset  expenses,  the Portfolio may lend
portfolio  securities with a value up to 33-1/3% of the Portfolio's total assets
to brokers,  dealers and other  financial  organizations.  Any such loan will be
continuously secured by collateral at least equal to the value of the securities
loaned. Such lending could result in delays in receiving  additional  collateral
or in the  recovery  of  the  securities  or  possible  loss  of  rights  in the
collateral should the borrower fail financially.


FOREIGN SECURITIES

   The Portfolio may invest up to 20% of its total assets in foreign securities.
Investing in securities  of foreign  companies  and foreign  governments,  which
generally are  denominated in foreign  currencies,  may involve certain risk and
opportunity  considerations not typically  associated with investing in domestic
companies and could cause the Portfolio to be affected  favorably or unfavorably
by changes in currency exchange rates and revaluations of currencies.

   The  Portfolio may purchase  American  Depositary  Receipts  ("ADRs") or U.S.
dollar-denominated  securities  of foreign  issuers that are not included in the
20% foreign  securities  limitation.  ADRs are receipts  issued by U.S. banks or
trust  companies in respect of securities of foreign issuers held on deposit for
use  in  the  U.S.  securities  markets.  While  ADRs  may  not  necessarily  be
denominated  in the same  currency  as the  securities  into  which  they may be
converted,  many of the risks associated with foreign  securities may also apply
to ADRs.

LEVERAGE THROUGH BORROWING

   The Portfolio  may borrow money from banks and use it to purchase  additional
securities.  This  borrowing is known as  leveraging.  Leverage  increases  both
investment   opportunity  and  investment  risk.  If  the  investment  gains  on
securities  purchased  with  borrowed  money  exceed  the  interest  paid on the
borrowing,  the net asset value of the Portfolio's  shares will rise faster than
would otherwise be the case. On the other hand, if the investment  gains fail to
cover the cost (including  interest) of borrowings,  or if there are losses, the
net asset  value of the  Portfolio's  shares  will  decrease  faster  than would
otherwise be the case.  The Portfolio is required to maintain  continuous  asset
coverage (that is, total assets including borrowings, less liabilities exclusive
of borrowings)  of 300% of the amount  borrowed.  If such asset coverage  should
decline  below 300% as a result of market  fluctuations  or other  reasons,  the
Portfolio  may be required to sell some of its portfolio  holdings  within three
days to reduce the debt and restore the 300% asset coverage,  even though it may
be  disadvantageous  from an investment  standpoint  to sell  securities at that
time.

OPTIONS

   The Portfolio may buy and sell (write)  exchange  listed  options in order to
obtain additional  return or to hedge the value of its portfolio.  The Portfolio
may write  covered call options only if the  Portfolio  owns the  securities  on
which the call is written or owns securities which are exchangeable or

                                       2
<PAGE>

convertible into such securities. Although the Portfolio will generally purchase
or write only those  options for which there  appears to be an active  secondary
market, there is no assurance that a liquid secondary market on an exchange will
exist for any particular  option. The Portfolio will not purchase options if, as
a result,  the  aggregate  cost of all  outstanding  options  exceeds 10% of the
Portfolio's  total  assets,  although  no more  than 5%  will  be  committed  to
transactions entered into for non-hedging  purposes.  The Portfolio may purchase
and sell put and call  options on stock  indexes in order to increase  its gross
income or to hedge its portfolio against price fluctuations.

   The writing and purchase of options is a highly  specialized  activity  which
involves  investment  techniques and risks different from those  associated with
ordinary portfolio securities transactions. Additional discussion of these risks
and techniques is included in the Statement of Additional Information.


STOCK INDEX FUTURES AND OPTIONS ON
STOCK INDEX FUTURES

   The Portfolio may purchase and sell stock index futures contracts and options
on  stock  index  futures  contracts.  These  investments  may be made  only for
hedging, not speculative,  purposes. Hedging transactions are made to reduce the
risk of price fluctuations.

   There can be no assurance of the  Portfolio's  successful  use of stock index
futures as a hedging device.  If Alger  Management uses a hedging  instrument at
the wrong time or judges market conditions  incorrectly,  hedging strategies may
reduce the Portfolio's return. The Portfolio could also experience losses if the
prices of its futures and options  positions were not correlated  with its other
investments  or if it could not  close out a  position  because  of an  illiquid
market for the future or option.


OTHER INVESTMENTS

   In addition to the  securities and investment  techniques  listed above,  the
Portfolio  may  invest in bank and  thrift  obligations,  obligations  issued or
guaranteed  by the U.S.  Government  or by its  agencies  or  instrumentalities,
foreign bank  obligations and obligations of foreign branches of domestic banks,
and variable rate master demand notes. See "Investment  Objectives and Policies"
in the Statement of Additional Information.


PORTFOLIO TURNOVER

   
   Portfolio changes will generally be made without regard to the length of time
a security  has been held or  whether a sale  would  result in a profit or loss.
Increased  portfolio turnover will have the effect of increasing the Portfolio's
brokerage and custodial expenses.
    


                             MANAGEMENT OF THE FUND
ORGANIZATION

   The Fund was  organized  on April  6,  1988 as a  multi-series  Massachusetts
business  trust.  The Fund offers an  unlimited  number of shares of six series,
representing the shares of the Fund's portfolios, including the Portfolio.

   Although the Fund is not required by law to hold annual shareholder meetings,
it may hold meetings from time to time on important  matters,  and  shareholders
have the right to call a meeting  to remove a Trustee  or to take  other  action
described in the Trust's Declaration of Trust. Shareholders of the Portfolio may
vote only on matters that affect the Portfolio.

   
   Under  normal  circumstances,  other than the shares  issued to Alger Inc. in
connection  with its  creation and initial  capitalization,  the Fund intends to
distribute its shares of the Portfolio to Participating  Insurance Companies and
Plans,  so that  only  Participating  Insurance  Companies  and  their  separate
accounts and plans will be considered  shareholders  of the Portfolio.  Although
the Participating  Insurance Companies and their separate accounts and the Plans
are the shareholders or investors,  the Participating  Insurance  Companies will
pass through  voting  rights to their VA contract and VLI policy  holders.  Plan
sponsors  may or may not  pass  through  voting  rights  to  Plan  participants,
depending on the terms of the Plan's  governing  documents.  For a discussion of
voting  rights,   please  refer  to  the  Participating   Insurance   Companies'
prospectuses or the Plan documents.
    

   When  matters  are  submitted  for  shareholder  vote,  shareholders  of  the
Portfolio  will  have  one  vote for each  full  share  held and  proportionate,
fractional  votes for fractional  shares held. A separate vote of a portfolio of
the Fund is required on any matter affecting the portfolio on which shareholders
are entitled to vote,  such as approval of a  portfolio's  agreement  with Alger
Management.  Shareholders  of one portfolio are not entitled to vote on a matter
that does not affect that portfolio but that does require a separate vote of the
other portfolios.  There normally will be no annual meetings of shareholders for
the  purpose  of  electing  Trustees  unless  and until such time as less than a
majority of Trustees holding office have been elected by shareholders,  at which
time the  Trustees  then in office  will call a  shareholders'  meeting  for the
election of  Trustees.  Any  Trustee  may be removed  from office on the vote of
shareholders  holding at least two thirds of the Fund's  outstanding shares at a
meeting called for that purpose. The Trustees are required to call such a

                                       3
<PAGE>

meeting  on the  written  request  of  shareholders  holding at least 10% of the
Fund's outstanding shares.


BOARD OF TRUSTEES

   The  Fund is  governed  by a Board  of  Trustees  which  is  responsible  for
protecting the interests of shareholders under  Massachusetts law. The Statement
of Additional  Information  contains general  background  information about each
Trustee and officer of the Fund.


INVESTMENT MANAGER

   Alger Management is the Fund's investment  manager and is responsible for the
overall  administration of the Fund,  subject to the supervision of the Board of
Trustees. Alger Management makes investment decisions for the Portfolio,  places
orders to purchase and sell  securities  on behalf of the  Portfolio and selects
broker-dealers  that, in its judgment,  provide prompt and reliable execution at
favorable  prices and reasonable  commission  rates. It is anticipated  that the
Fund's  distributor,  Fred  Alger & Company,  Incorporated  ("Alger  Inc."),  an
affiliate  of Alger  Management,  will serve as the Fund's  broker in  effecting
substantially  all of the Portfolio's  transactions on securities  exchanges and
will retain commissions in accordance with certain regulations of the Securities
and Exchange  Commission.  In addition,  Alger Management  employs  professional
securities  analysts who provide research services  exclusively to the Portfolio
and other  accounts  for  which  Alger  Management  or its  affiliates  serve as
investment adviser or subadviser.


   
   Alger  Management has been in the business of providing  investment  advisory
services since 1964 and, as of December 31, 1995, had approximately $4.8 billion
under management, $3.0 billion in mutual fund accounts and $1.8 billion in other
advisory  accounts.  Alger  Management  is owned by Alger Inc.  which in turn is
owned by Alger Associates,  Inc., a financial services holding company.  Fred M.
Alger III and his  brother,  David D. Alger,  are the majority  shareholders  of
Alger  Associates,  Inc.  and may be  deemed to  control  that  company  and its
subsidiaries.
    



PORTFOLIO MANAGERS


   David D. Alger, Seilai Khoo and Ronald Tartaro are primarily  responsible for
the  day-to-day  management of the  Portfolios  of the Fund.  Mr. Alger has been
employed  by Alger  Management  as  Executive  Vice  President  and  Director of
Research  since 1971 and as President  since 1995. Ms. Khoo has been employed by
Alger  Management as a senior  research  analyst since 1989 and as a Senior Vice
President  since 1995.  Mr.  Tartaro has been employed by Alger  Management as a
senior  research  analyst since 1990 and as a Senior Vice President  since 1995.
Mr. Alger,  Ms. Khoo and Mr. Tartaro also serve as portfolio  managers for other
mutual funds and investment accounts managed by Alger Management.

   Alger Management personnel ("Access Persons") are permitted to engage in
personal securities transactions subject to the restrictions and procedures of
the Fund's Code of Ethics. Pursuant to the Code of Ethics, Access Persons
generally must preclear all personal securities transactions prior to trading
and are subject to certain prohibitions on personal trading. You can get a copy
of the Fund's Code of Ethics by calling the Fund toll-free at (800) 992-3863.



FEES

   The Portfolio pays Alger  Management a management fee computed daily and paid
monthly at an annual rate of .85% of the value of the Portfolio's  average daily
net  assets.  This  management  fee is  higher  than  that  paid by  most  other
investment companies; however, such fee does not exceed those paid by funds with
similar investment objectives.

   
   From time to time Alger Management or its affiliates may compensate insurance
companies or their  affiliates  whose customers hold shares of the Portfolio for
providing  a  variety  of  record-keeping,   administrative,   marketing  and/or
shareholder support services. This compensation,  which may be paid at a rate of
up to .30% of the net asset value of shares held by those customers will be paid
from Alger Management's own resources and not from the assets of the Portfolio.
    


EXPENSES

   The  Portfolio  pays  expenses  related  to its  daily  operations,  such  as
management fees, brokerage fees, custodian fees, Trustees' fees, transfer agency
fees and legal and auditing costs.  Alger Management has agreed to reimburse the
Portfolio to the extent that the annual operating expenses (excluding  interest,
taxes, fees for brokerage  services and extraordinary  expenses) exceed 1.50% of
the average  daily net assets for any fiscal  year.  In  addition,  from time to
time, Alger Management, in its sole discretion and as it deems appropriate,  may
assume  certain  expenses of the  Portfolio  while  retaining  the ability to be
reimbursed  by the  Portfolio  for such  amounts  prior to the end of the fiscal
year.  This will have the effect of lowering  the  Portfolio's  overall  expense
ratio and of increasing  yield to investors,  or the converse,  at the time such
amounts are assumed or reimbursed,  as the case may be. More  information  about
the Portfolio's investment management agreement and other expenses paid  by  the

                                       4
<PAGE>

Portfolio is included in the Statement of Additional Information.

   The Statement of Additional Information contains information about the Fund's
brokerage policies and practices.


DISTRIBUTOR

   Alger Inc. serves as the Fund's  distributor and also  distributes the shares
of other mutual funds managed by Alger Management.


TRANSFER AGENT

   Alger Shareholder Services, Inc., an affiliate of Alger Management, serves as
transfer agent for the Fund.

                                 NET ASSET VALUE

   
   The price of one share of the  Portfolio  is its "net asset  value."  The net
asset value is computed by adding the value of the Portfolio's  investments plus
cash and other assets, deducting liabilities and then dividing the result by the
number of its  shares  outstanding.  The net  asset  value of the  Portfolio  is
calculated  on each day the New York Stock  Exchange  ("NYSE") is open as of the
close of business (normally 4:00 p.m. Eastern time).
    


                            PURCHASES AND REDEMPTIONS

   Contract or policy holders or Plan participants  would not deal directly with
the Fund  regarding the purchase or redemption of the  Portfolio's  shares.  The
separate  accounts of the  Participating  Insurance  Companies  place  orders to
purchase and redeem  shares of the Portfolio  based on, among other things,  the
amount of  premium  payments  to be  invested  and the amount of  surrender  and
transfer  requests (as defined in the  prospectuses  describing the VA contracts
and VLI policies issued by the Participating Insurance Companies) to be effected
on that day pursuant to VA contracts  and VLI Policies.  Plan trustees  purchase
Portfolio shares. Plan participants cannot contact the Fund directly to purchase
shares of the Portfolio  but may invest in shares of the Portfolio  only through
their Plan.  Participants  should  contact  their Plan  sponsor for  information
concerning the appropriate procedure for investing in the Portfolio.

   Orders  for  shares  of the  Portfolio  received  by the  Fund or the  Fund's
transfer  agent are effected on days on which the NYSE is open for trading.  For
orders received  before the close of regular trading on the NYSE,  purchases and
redemptions  of the shares of the Portfolio are effected at the  respective  net
asset values per share determined as of the close of regular trading on the NYSE
on the same day. Orders received after the close of regular trading on the NYSE,
are effected at the next calculated net asset value.  See "Net Asset Value." All
orders for the purchase of shares are subject to  acceptance or rejection by the
Fund.  Payment  for  redemptions  will be made by the Fund's  transfer  agent on
behalf of the Fund and the  Portfolio  within  seven days  after the  request is
received.  Neither the Fund nor the Portfolio  assesses any fees, either when it
sells or when it redeems the Portfolio's  shares.  Surrender charges,  mortality
and  expense  risk fees and  other  charges  may be  assessed  by  Participating
Insurance Companies under the VA contracts or VLI policies. These fees should be
described in the Participating  Insurance Companies'  prospectuses.  Any charges
assessed by the Plans should be described in the Plan documents.


                           DIVIDENDS AND DISTRIBUTIONS

   
   Dividends and distributions  will be automatically  reinvested on the payment
date for each shareholder's account in additional shares of the Portfolio at net
asset value or, in the case of VA  contracts  and VLI  policies  will be paid in
cash at the election of the Participating  Insurance  Company.  Dividends of the
Portfolio will be declared and paid annually.  Distributions of any net realized
capital  gains earned by the Portfolio  usually will be made annually  after the
close of the fiscal year in which the gains are earned.  Participating Insurance
Companies and Plans will be informed about the amount and character of dividends
and distributions from the Portfolio for federal income tax purposes.
    


                                      TAXES

   The Fund intends that the Portfolio  will qualify  separately as a "regulated
investment company" (within the meaning of the Internal Revenue Code of 1986, as
amended)  for  each  taxable  year.  If  so  qualified,  and  providing  certain
distribution  requirements are met, the Portfolio will not be subject to federal
income  tax on  its  net  investment  income  and  net  capital  gains  that  it
distributes to its shareholders.

   Dividends paid from net investment  income and  distributions of net realized
short-term   capital  gains  are  treated  as  ordinary  income  earned  by  the
shareholders of the Portfolio.  Distributions of net long-term capital gains are
treated as such by shareholders for federal income tax purposes.  Federal income
taxation of separate  accounts of life insurance  companies,  VA contracts,  VLI
policies and of the Plans is discussed in the prospectuses of the  Participating
Insurance  Companies and in the Plan documents.  With respect to participants in
the Plans,  dividends from net investment  income and net realized capital gains
will  ordinarily not be subject to taxation until such dividends are distributed
to such participants from their Plan accounts.


                                       5
<PAGE>

                                   PERFORMANCE

   All performance figures are based on historical earnings and are not intended
to indicate future performance.

   The Portfolio may include  quotations of its "total return" and/or "yield" in
advertisements or reports to shareholders or prospective investors.  BOTH "TOTAL
RETURN"  AND/OR  "YIELD"  FIGURES ARE BASED ON  HISTORICAL  EARNINGS AND ARE NOT
INTENDED TO INDICATE FUTURE PERFORMANCE. Total return figures show the aggregate
or average percentage change in value of an investment in the Portfolio from the
beginning date of the measuring period to the end of the measuring period. These
figures reflect  changes in the price of the Portfolio's  shares and assume that
any income  dividends and/or capital gains  distributions  made by the Portfolio
during the period were  reinvested in shares of the  Portfolio.  Figures will be
given for recent 1, 5 and 10 year periods, and may be given for other periods as
well  (such  as  from  commencement  of  the  Portfolio's  operations,  or  on a
year-by-year basis). The Portfolio may also use "aggregate" total return figures
for  various  periods,  representing  the  cumulative  change  in  value  of  an
investment in the Portfolio for the specific period (again reflecting changes in
Portfolio share prices and assuming reinvestment of dividends and distributions)
as well as "actual annual" and "annualized" total return figures.  Total returns
may be shown by means of schedules, charts or graphs, and may indicate subtotals
of the various  components  of total  return  (i.e.,  change in value of initial
investment,  income dividends and capital gains  distributions).  "Total return"
and "yield" for the Portfolio  will vary based on changes in market  conditions.
In addition, since the deduction of the Portfolio's expenses is reflected in the
total return and yield figures,  "total return" and "yield" will also vary based
on the level of the Portfolio's expenses.

   The actual  return of a holder of a VA  contract  or VLI policy  will also be
affected by charges imposed by the separate accounts of Participating  Insurance
Companies or, in the case of Plan participants, by any charges imposed under the
Plan.


                            INVESTOR AND SHAREHOLDER
                                   INFORMATION


   Investors and  shareholders  may contact the Fund toll-free at (800) 992-3863
for further information regarding the Fund and the Portfolio,  including current
performance  quotations,  as well as for  assistance in obtaining a Statement of
Additional  Information.  Holders  of VA  contracts  or VLI  policies  issued by
Participating  Insurance Companies and participants in Plans for which shares of
the  Portfolio  are the  investment  vehicle may receive from the  Participating
Insurance Companies or Plan sponsor unaudited  semi-annual  financial statements
and  year-end  financial  statements  audited by the Fund's  independent  public
accountants.  Each report will show the  investments  owned by the Portfolio and
the market values of the  investments and will provide other  information  about
the Portfolio and its operations.  The Fund's Annual Report contains  additional
performance  information  and is available  upon  request and without  charge by
contacting the Fund at the toll-free number listed above.





                                       6
<PAGE>


                             THE
                           ALGER     MEETING THE CHALLENGE
                        AMERICAN     OF INVESTING
                            FUND     

No  person  has  been  authorized  to  give  any  information  or  to  make  any
representations  other than those  contained in this Prospectus or the Statement
of Additional  Information in connection with the offering of the Fund's shares,
and if given or made,  such other  information  or  representations  must not be
relied on as  having  been  authorized  by the Fund.  This  Prospectus  does not
constitute an offer in any state in which,  or to any person to whom, such offer
may not lawfully be made.


         --------------------------------------------------------------


INVESTMENT MANAGER:                     TRANSFER AGENT:                  
Fred Alger Management, Inc.             Alger Shareholder Services, Inc. 
75 Maiden Lane                          30 Montgomery Street             
New York, New York 10038                Box 2001                         
                                        Jersey City, New Jersey 07302    
DISTRIBUTOR:                                                             
Fred Alger & Company,                   INDEPENDENT PUBLIC ACCOUNTANTS:  
Incorporated                            Arthur Andersen LLP              
30 Montgomery Street                    1345 Avenue of the Americas      
Jersey City, New Jersey 07302           New York, New York 10105         
                                                                         
                                        


<PAGE>



================================================================================

                                    THE |
                                  ALGER | Meeting the challenge
                               AMERICAN | of investing
                                   FUND |



                                 Alger American
                               Balanced Portfolio

                                 Alger American
                           Income and Growth Portfolio

                                 Alger American
                         Small Capitalization Portfolio

                                 Alger American
                                Growth Portfolio

                                 Alger American
                             MidCap Growth Portfolio

                                 Alger American
                           Leveraged AllCap Portfolio



                                  

                              STATEMENT |
                          OF ADDITIONAL | May 1, 1996    
                            INFORMATION |


================================================================================
<PAGE>
                                    THE | 
                                  ALGER | 75 Maiden Lane             
                               AMERICAN | New York, New York 10038   
                                   FUND | (800) 992-3863             
================================================================================



    The Alger American Fund (the "Fund") is a registered investment company -- a
mutual fund -- that presently  offers  interests in the following six portfolios
(the "Portfolios"):

                    * Alger American Balanced Portfolio
                    * Alger American Income and Growth Portfolio 
                    * Alger American Small Capitalization Portfolio 
                    * Alger American Growth Portfolio
                    * Alger American MidCap Growth Portfolio
                    * Alger American Leveraged AllCap Portfolio

   
The Fund is designed to permit  insurance  companies that issue Variable Annuity
Contracts ("VA contracts") and Variable Life Insurance Policies ("VLI policies")
to offer VA contract and VLI policy  holders the  opportunity  to participate in
the  performance  of one or more of the  Portfolios  of the Fund.  The Fund also
offers  participation  to qualified  pension and retirement  plans (the "Plans")
which elect to make the Fund an investment option for plan Participants.
    


    This Statement of Additional Information is not a Prospectus.  This document
contains  additional  information  about The Alger American Fund and supplements
information in the Prospectus dated May 1, 1996. It should be read together with
the  Prospectus  which may be obtained  free of charge by writing or calling the
Fund at the address or toll-free number shown above.


                                    CONTENTS
Investment Objectives and Policies......................................     2
Net Asset Value.........................................................     9
Purchases and Redemptions...............................................    10
Management..............................................................    10
Taxes...................................................................    12
Custodian...............................................................    13
Transfer Agent..........................................................    13
Certain Shareholders....................................................    13
Organization............................................................    14
Determination of Performance............................................    15
Financial Statements....................................................   F-1
Appendix................................................................   A-1
<PAGE>

INVESTMENT OBJECTIVES AND POLICIES

CERTAIN SECURITIES AND INVESTMENT TECHNIQUES
The  Prospectus  discusses the  investment  objectives of each Portfolio and the
policies to be employed  to achieve  those  objectives.  This  section  contains
supplemental   information   concerning   the  types  of  securities  and  other
instruments  in which the Portfolios  may invest,  the  investment  policies and
portfolio strategies that the Portfolios may utilize and certain risks attendant
to those investments, policies and strategies.

U.S. GOVERNMENT OBLIGATIONS
Bills,  notes,  bonds and other debt securities  issued by the U.S. Treasury are
direct  obligations  of the U.S.  Government  and differ mainly in the length of
their maturities.

U.S. GOVERNMENT AGENCY SECURITIES
These   securities  are  issued  or  guaranteed  by  U.S.   Government-sponsored
enterprises and federal agencies. These include securities issued by the Federal
National Mortgage Association, Government National Mortgage Association, Federal
Home Loan Bank,  Federal  Land Banks,  Farmers  Home  Administration,  Banks for
Cooperatives,  Federal  Intermediate Credit Banks,  Federal Financing Bank, Farm
Credit Banks, the Small Business Administration,  Federal Housing Administration
and Maritime Administration.  Some of these securities are supported by the full
faith and credit of the U.S.  Treasury;  and the remainder are supported only by
the credit of the instrumentality, which may or may not include the right of the
issuer to borrow from the Treasury.

BANK OBLIGATIONS
These are  certificates of deposit,  bankers'  acceptances and other  short-term
debt  obligations.   Certificates  of  deposit  are  short-term  obligations  of
commercial  banks.  A bankers'  acceptance is a time draft drawn on a commercial
bank  by  a  borrower,  usually  in  connection  with  international  commercial
transactions. Certificates of deposit may have fixed or variable rates.

   
The  Portfolios  will not invest in any  security  issued by a  commercial  bank
unless (i) the bank has total assets of at least $1 billion,  or the  equivalent
in other  currencies,  or, in the case of domestic banks which do not have total
assets of at least $1 billion,  the  aggregate  investment  made in any one such
bank is limited to  $100,000  and the  principal  amount of such  investment  is
insured in full by the Federal Deposit Insurance  Corporation,  (ii) in the case
of U.S. banks, it is a member of the Federal Deposit Insurance Corporation,  and
(iii) in the case of foreign  banks,  the  security  is, in the  opinion of Fred
Alger Management,  Inc. ("Alger Management"),  the Fund's investment manager, of
an investment quality comparable to other debt securities which may be purchased
by the Portfolios.  These limitations do not prohibit  investments in securities
issued by foreign  branches of U.S.  banks,  provided  such U.S.  banks meet the
foregoing requirements.

FOREIGN  BANK  OBLIGATIONS   Investments  by  the  Portfolios  in  foreign  bank
obligations  and  obligations  of foreign  branches  of domestic  banks  present
certain   risks,   including  the  impact  of  future   political  and  economic
developments,  the possible  imposition of withholding taxes on interest income,
the  possible  seizure or  nationalization  of foreign  deposits,  the  possible
establishment  of  exchange  controls  and/or  the  addition  of  other  foreign
governmental  restrictions  that might affect adversely the payment of principal
and  interest on these  obligations.  In  addition,  there may be less  publicly
available  and reliable  information  about a foreign  bank than about  domestic
banks owing to  different  accounting,  auditing,  reporting  and  recordkeeping
standards.  In view of these risks,  Alger  Management  will carefully  evaluate
these investments on a case-by-case basis.
    

SHORT-TERM CORPORATE DEBT SECURITIES
These are outstanding  nonconvertible corporate debt securities (e.g., bonds and
debentures)  which have one year or less remaining to maturity.  Corporate notes
may have fixed, variable or floating rates.

COMMERCIAL PAPER
These are  short-term  promissory  notes  issued by  corporations  primarily  to
finance short-term credit needs.

VARIABLE RATE MASTER DEMAND NOTES
These are unsecured instruments that permit the indebtedness  thereunder to vary
and provide for periodic  adjustments in the interest rate.  Because these notes
are direct lending  arrangements  between the Portfolio and the issuer, they are
not normally  traded.  Although no active  secondary  market may exist for these
notes, the Portfolio may demand payment of principal and accrued interest at any
time or may resell the note to a third party.  While the notes are not typically
rated by credit  rating  agencies,  issuers of variable rate master demand notes
must satisfy Alger  Management  that the same criteria for issuers of commercial
paper are met. In addition,  when purchasing  variable rate master demand notes,
Alger Management will consider the earning power, cash flows and other liquidity

                                       2
<PAGE>

ratios of the issuers of the notes and will continuously monitor their financial
status  and  ability  to meet  payment  on  demand.  In the event an issuer of a
variable  rate master  demand note  defaulted  on its payment  obligations,  the
Portfolio  might be unable to  dispose of the note  because of the  absence of a
secondary  market and  could,  for this or other  reasons,  suffer a loss to the
extent of the default.

REPURCHASE AGREEMENTS
Under the terms of a  repurchase  agreement,  a Portfolio  would  acquire a high
quality money market  instrument for a relatively short period (usually not more
than one week)  subject to an obligation  of the seller to  repurchase,  and the
Portfolio  to resell,  the  instrument  at an agreed  price  (including  accrued
interest) and time, thereby determining the yield during the Portfolio's holding
period.  Repurchase  agreements  may  be  seen  to be  loans  by  the  Portfolio
collateralized by the underlying instrument. This arrangement results in a fixed
rate of return that is not subject to market fluctuations during the Portfolio's
holding  period  and  not  necessarily  related  to the  rate of  return  on the
underlying instrument. The value of the underlying securities, including accrued
interest,  will be at  least  equal  at all  times to the  total  amount  of the
repurchase  obligation,  including interest. A Portfolio bears a risk of loss in
the  event  that the  other  party to a  repurchase  agreement  defaults  on its
obligations  and the Portfolio is delayed in or prevented  from  exercising  its
rights to dispose of the collateral securities, including the risk of a possible
decline in the value of the underlying securities during the period in which the
Portfolio  seeks  to  assert  these  rights,  the  risk  of  incurring  expenses
associated with asserting these rights and the risk of losing all or part of the
income from the agreement. Alger Management, acting under the supervision of the
Fund's  Board of  Trustees,  reviews  the credit  worthiness  of those banks and
dealers with which the Portfolios  enter into repurchase  agreements to evaluate
these risks and monitors on an ongoing basis the value of the securities subject
to repurchase  agreements to ensure that the value is maintained at the required
level.

REVERSE REPURCHASE AGREEMENTS
(ALGER AMERICAN BALANCED PORTFOLIO)
Reverse repurchase agreements are the same as repurchase agreements except that,
in this instance,  the Portfolio would assume the role of seller/borrower in the
transaction.  The Portfolio  will maintain  segregated  accounts with the Fund's
custodian  consisting  of  U.S.  Government  securities,  cash or  money  market
instruments that at all times are in an amount equal to their  obligations under
reverse repurchase  agreements.  The Portfolio will invest the proceeds in other
money market  instruments or repurchase  agreements  maturing not later than the
expiration of the reverse repurchase  agreement.  Reverse repurchase  agreements
involve the risk that the market value of the  securities  sold by the Portfolio
may decline below the repurchase  price of the securities.  Under the Investment
Company Act of 1940, as amended (the "Act"),  reverse repurchase  agreements may
be considered  borrowings by the seller;  accordingly,  the Portfolio will limit
its investments in reverse repurchase agreements and other borrowings to no more
than one third of its total assets.

FIRM COMMITMENT AGREEMENTS AND
WHEN-ISSUED PURCHASES
(ALGER AMERICAN BALANCED PORTFOLIO)
Firm commitment agreements and "when-issued"  purchases call for the purchase of
securities at an agreed price on a specified  future date and would be used, for
example,  when a  decline  in the  yield  of  securities  of a given  issuer  is
anticipated  and a  more  advantageous  yield  may  be  obtained  by  committing
currently  to  purchase  securities  to be  issued  later.  When  the  Portfolio
purchases a security under a firm commitment agreement or on a when-issued basis
it assumes the risk of any decline in value of the  security  occurring  between
the  date  of  the  agreement  or  purchase  and  the  settlement  date  of  the
transaction.  The  Portfolio  will not use  these  transactions  for  leveraging
purposes and, accordingly, will segregate with the Fund's custodian cash or high
quality money market  instruments  in an amount  sufficient at all times to meet
its purchase obligations under these agreements.

WARRANTS AND RIGHTS
Each  Portfolio  may  invest in  warrants  and  rights.  A warrant  is a type of
security that entitles the holder to buy a proportionate  amount of common stock
at a  specified  price,  usually  higher  than the  market  price at the time of
issuance,  for a period of years or to perpetuity.  In contrast,  rights,  which
also  represent the right to buy common  shares,  normally  have a  subscription
price lower than the current  market value of the common stock and a life of two
to four  weeks.  Warrants  are freely  transferable  and are traded on the major
securities exchanges.

RESTRICTED SECURITIES
Each Portfolio may invest in restricted securities issued under Rule 144A of the
Securities  Act of 1933, as amended.  In adopting Rule 144A,  the Securities and
Exchange Commission (the "SEC")  specifically stated that restricted  securities

                                       3
<PAGE>

traded  under  Rule 144A may be treated as liquid  for  purposes  of  investment
limitations  if the board of trustees (or the fund's  adviser  acting subject to
the board's  supervision)  determines  that the  securities  are in fact liquid.
Examples of factors that the Fund's Board of Trustees  will take into account in
evaluating  the  liquidity  of a Rule 144A  security,  both with  respect to the
initial  purchase  and on an  ongoing  basis,  include,  among  others:  (1) the
frequency  of trades  and  quotes  for the  security;  (2) the number of dealers
willing to  purchase  or sell the  security  and the  number of other  potential
purchasers;  (3) dealer  undertakings to make a market in the security;  and (4)
the nature of the security and the nature of the marketplace  trades (e.g.,  the
time needed to dispose of the security,  the method of soliciting offers and the
mechanics of transfer).  In accordance  with Rule 144A,  the Board has delegated
its  responsibility  to Alger  Management  to  determine  the  liquidity of each
restricted  security  purchased  pursuant  to the Rule,  subject to the  Board's
oversight and review.  Because institutional trading in restricted securities is
relatively  new, it is not  possible to predict how  institutional  markets will
develop.  If institutional  trading in restricted  securities were to decline to
limited  levels,  the  liquidity  of the  Fund's  Portfolio  could be  adversely
affected.

SHORT SALES
Each Portfolio may sell  securities  "short against the box." While a short sale
is the sale of a security the Portfolio does not own, it is "against the box" if
at all times when the short  position is open the Portfolio owns an equal amount
of the  securities  or securities  convertible  into,  or  exchangeable  without
further  consideration for,  securities of the same issue as the securities sold
short.

LENDING OF PORTFOLIO SECURITIES
Each  Portfolio  may lend  securities  to brokers,  dealers and other  financial
organizations.  The Portfolios will not lend  securities to Alger  Management or
its affiliates.  By lending its securities,  a Portfolio can increase its income
by continuing to receive interest or dividends on the loaned  securities as well
as by either  investing  the cash  collateral  in  short-term  securities  or by
earning income in the form of interest paid by the borrower when U.S. Government
securities are used as  collateral.  Each Portfolio will adhere to the following
conditions whenever its securities are loaned: (a) the Portfolio must receive at
least 100 percent cash  collateral or equivalent  securities  from the borrower;
(b) the borrower must increase this collateral  whenever the market value of the
securities including accrued interest,  exceeds the value of the collateral; (c)
the Portfolio  must be able to terminate the loan at any time; (d) the Portfolio
must receive reasonable interest on the loan, as well as any dividends, interest
or other  distributions  on the loaned  securities  and any  increase  in market
value;  (e) the Portfolio may pay only  reasonable  custodian fees in connection
with the loan;  and (f) voting rights on the loaned  securities  may pass to the
borrower;  provided,  however,  that if a material event adversely affecting the
investment  occurs,  the Fund's Board of Trustees  must  terminate  the loan and
regain the right to vote the securities. A Portfolio bears a risk of loss in the
event  that  the  other  party  to a  stock  loan  transaction  defaults  on its
obligations  and the Portfolio is delayed in or prevented  from  exercising  its
rights to dispose of the collateral  including the risk of a possible decline in
the value of the collateral  securities during the period in which the Portfolio
seeks to assert these rights,  the risk of incurring  expenses  associated  with
asserting  these  rights and the risk of losing all or a part of the income from
the transaction.

FOREIGN SECURITIES
Each  Portfolio may invest up to 20% of the value of its total assets in foreign
securities  (not  including  American  Depositary  Receipts  ("ADRs")).  Foreign
securities  investments may be affected by changes in currency rates or exchange
control  regulations,  changes in  governmental  administration  or  economic or
monetary  policy (in the United States and abroad) or changed  circumstances  in
dealing  among  nations.  Dividends  paid by foreign  issuers  may be subject to
withholding  and other  foreign  taxes that may decrease the net return on these
investments  as  compared  to  dividends  paid  to  the  Portfolio  by  domestic
corporations.  It should be noted  that  there  may be less  publicly  available
information  about  foreign  issuers than about  domestic  issuers,  and foreign
issuers are not subject to uniform accounting,  auditing and financial reporting
standards and requirements  comparable to those of domestic issuers.  Securities
of some foreign  issuers are less liquid and more  volatile  than  securities of
comparable  domestic  issuers and foreign  brokerage  commissions  are generally
higher than in the United States.  Foreign  securities  markets may also be less
liquid,  more volatile and less subject to government  supervision than those in
the United States.  Investments in foreign  countries could be affected by other
factors not present in the United States, including expropriation,  confiscatory
taxation  and  potential  difficulties  in  enforcing  contractual  obligations.
Securities  purchased on foreign  exchanges  may be held in custody by a foreign
branch of a domestic bank.

                                       4
<PAGE>

OPTIONS (ALGER AMERICAN LEVERAGED ALLCAP PORTFOLIO)
A call option is a contract that gives the holder of the option the right to buy
from the writer  (seller) of the call option,  in return for a premium paid, the
security  underlying the option at a specified exercise price at any time during
the term of the option.  The writer of the call option has the  obligation  upon
exercise of the option to deliver the  underlying  security  upon payment of the
exercise  price during the option  period.  A put option is a contract  that, in
return for the premium,  gives the holder of the option the right to sell to the
writer (seller) the underlying  security at a specified price during the term of
the option. The writer of the put, who receives the premium,  has the obligation
to buy the  underlying  security upon exercise at the exercise  price during the
option period.

A call option is "covered" if the Portfolio owns the underlying security covered
by the call or has an absolute  and  immediate  right to acquire  that  security
without additional cash consideration (or for additional cash consideration held
in a segregated  account by its custodian)  upon conversion or exchange of other
securities held in its portfolio. A call option is also covered if the Portfolio
holds a call on the same security as the call written  where the exercise  price
of the call  held is (1) equal to or less  than the  exercise  price of the call
written  or (2)  greater  than the  exercise  price of the call  written  if the
difference is maintained by the Portfolio in cash, U.S. Government securities or
other high-grade  short-term  obligations in a segregated  account held with its
custodian.  A put option is "covered" if the Portfolio  maintains  cash or other
high-grade short-term  obligations with a value equal to the exercise price in a
segregated  account  held with its  custodian,  or else  holds a put on the same
security as the put written where the exercise price of the put held is equal to
or greater than the exercise price of the put written.

If the  Portfolio  has written an option,  it may  terminate  its  obligation by
effecting a closing purchase transaction.  This is accomplished by purchasing an
option of the same series as the option previously  written.  However,  once the
Portfolio has been assigned an exercise notice,  the Portfolio will be unable to
effect a closing purchase transaction. Similarly, if the Portfolio is the holder
of an  option  it may  liquidate  its  position  by  effecting  a  closing  sale
transaction. This is accomplished by selling an option of the same series as the
option  previously  purchased.  There can be no assurance  that either a closing
purchase or sale transaction can be effected when the Portfolio so desires.

The Portfolio  will realize a profit from a closing  transaction if the price of
the transaction is less than the premium  received from writing the option or is
more than the premium paid to purchase the option;  the Portfolio will realize a
loss from a closing transaction if the price of the transaction is less than the
premium paid to purchase the option.  Since call option prices generally reflect
increases in the price of the underlying  security,  any loss resulting from the
repurchase of a call option may also be wholly or partially offset by unrealized
appreciation of the underlying  security.  Other principal factors affecting the
market  value of a put or a call  option  include  supply and  demand,  interest
rates, the current market price and price volatility of the underlying  security
and the time remaining until the expiration date.

An option  position  may be closed  out only on an  exchange  which  provides  a
secondary  market for an option of the same series.  Although the Portfolio will
generally  purchase or write only those options for which there appears to be an
active secondary market, there is no assurance that a liquid secondary market on
an exchange will exist for any particular  option. In such event it might not be
possible  to effect  closing  transactions  in a  particular  option so that the
Portfolio  would have to exercise  its option in order to realize any profit and
would incur  brokerage  commissions  upon the  exercise  of the  option.  If the
Portfolio,  as a  covered  call  option  writer,  is  unable to effect a closing
purchase  transaction  in a  secondary  market,  it will not be able to sell the
underlying  security  until the option  expires or it  delivers  the  underlying
security upon exercise or otherwise covers the position.

In addition to options on  securities,  the Portfolio may also purchase and sell
call and put options on securities  indexes.  A stock index reflects in a single
number the market value of many different  stocks.  Relative values are assigned
to the stocks included in an index and the index  fluctuates with changes in the
market values of the stocks.  The options give the holder the right to receive a
cash  settlement  during the term of the option based on the difference  between
the exercise  price and the value of the index.  By writing a put or call option
on a securities  index,  the Portfolio is  obligated,  in return for the premium
received, to make delivery of this amount. The Portfolio may offset its position
in  stock  index  options  prior  to  expiration  by  entering  into  a  closing
transaction on an exchange or it may let the option expire unexercised.

Use of  options  on  securities  indexes  entails  the risk that  trading in the
options  may be  interrupted  if trading in certain  securities  included in the
index is interrupted. The Portfolio will not purchase these options unless Alger

                                       5
<PAGE>

Management is satisfied with the development,  depth and liquidity of the market
and Alger Management believes the options can be closed out.

Price movements in the Portfolio's  securities may not correlate  precisely with
movements in the level of an index and, therefore, the use of options on indexes
cannot  serve as a complete  hedge and will depend,  in part,  on the ability of
Alger  Management to predict  correctly  movements in the direction of the stock
market  generally or of a particular  industry.  Because  options on  securities
indexes require  settlement in cash, Alger Management may be forced to liquidate
portfolio securities to meet settlement obligations.

The  Portfolio  has qualified and intends to continue to qualify as a "Regulated
Investment  Company"  under  the  Internal  Revenue  Code of  1986,  as  amended
(the"Code").  One requirement for such  qualification is that the Portfolio must
derive  less  than 30% of its gross  income  from  gains  from the sale or other
disposition  of  securities  held for less than  three  months.  Therefore,  the
Portfolio may be limited in its ability to engage in options transactions.

Although Alger Management will attempt to take appropriate  measures to minimize
the risks relating to the Portfolio's writing of put and call options, there can
be no assurance that the Portfolio will succeed in any option-writing program it
undertakes.

STOCK INDEX FUTURES AND OPTIONS ON STOCK
INDEX FUTURES (ALGER AMERICAN LEVERAGED
ALLCAP PORTFOLIO)
Futures are generally  bought and sold on the  commodities  exchanges where they
are listed with payment of initial and variation  margin as described below. The
sale of a  futures  contract  creates a firm  obligation  by the  Portfolio,  as
seller,  to deliver to the buyer the net cash amount  called for in the contract
at a specified future time. Put options on futures might be purchased to protect
against  declines in the market values of securities  occasioned by a decline in
stock prices and  securities  index futures  might be sold to protect  against a
general  decline in the value of securities of the type that comprise the index.
Options on futures contracts are similar to options on securities except that an
option on a futures  contract  gives the  purchaser  the right in return for the
premium paid to assume a position in a futures contract and obligates the seller
to deliver such position.

A stock index future obligates the seller to deliver (and the purchaser to take)
an amount of cash equal to a specific dollar amount times the difference between
the value of a specific  stock index at the close of the last trading day of the
contract and the price at which the agreement is made.  No physical  delivery of
the underlying  stocks in the index is made.  With respect to stock indexes that
are permitted  investments,  the Portfolio  intends to purchase and sell futures
contracts  on the stock  index  for  which it can  obtain  the best  price  with
considerations  also given to  liquidity.  While  incidental  to its  securities
activities, the Portfolio may use index futures as a substitute for a comparable
market position in the underlying securities.

The risk of imperfect  correlation increases as the composition of the Portfolio
varies from the  composition of the stock index.  In an effort to compensate for
the  imperfect  correlation  of movements in the price of the  securities  being
hedged and movements in the price of the stock index futures,  the Portfolio may
buy or sell stock index  futures  contracts in a greater or lesser dollar amount
than  the  dollar  amount  of the  securities  being  hedged  if the  historical
volatility  of the stock index futures has been less or greater than that of the
securities.  Such  "over-hedging"  or  "under-hedging"  may adversely affect the
Portfolio's  net investment  results if market  movements are not as anticipated
when the hedge is established.

An option on a stock  index  futures  contract,  as  contrasted  with the direct
investment in such a contract,  gives the purchaser the right, in return for the
premium  paid,  to assume a position  in a stock  index  futures  contract  at a
specified exercise price at any time prior to the expiration date of the option.
The Portfolio will sell options on stock index futures contracts only as part of
closing purchase  transactions to terminate its options positions.  No assurance
can be given that such closing  transactions  can be effected or that there will
be correlation between price movements in the options on stock index futures and
price  movements  in the  Portfolio's  securities  which are the  subject of the
hedge. In addition,  the Portfolio's purchase of such options will be based upon
predictions as to anticipated market trends, which could prove to be inaccurate.

The Portfolio's use of stock index futures and options thereon will in all cases
be consistent  with  applicable  regulatory  requirements  and in particular the
rules and regulations of the Commodity  Futures  Trading  Commission and will be

                                       6
<PAGE>

entered into only for bona fide  hedging,  risk  management  or other  portfolio
management  purposes.  Typically,  maintaining a futures  contract or selling an
option thereon  requires the Portfolio to deposit with a financial  intermediary
as security  for its  obligations  an amount of cash or other  specified  assets
(initial  margin)  which  initially is typically 1% to 10% of the face amount of
the  contract  (but may be higher  in some  circumstances).  Additional  cash or
assets (variation margin) may be required to be deposited  thereafter on a daily
basis as the market-to-market value of the contract fluctuates.  The purchase of
an option on stock index  futures  involves  payment of a premium for the option
without any further  obligation on the part of the  Portfolio.  If the Portfolio
exercises  an option on a futures  contract it will be obligated to post initial
margin (and potential  subsequent  variation  margin) for the resulting  futures
position  just as it would  for any  position.  Futures  contracts  and  options
thereon are generally  settled by entering into an  offsetting  transaction  but
there can be no assurance that the position can be offset prior to settlement at
an advantageous price, nor that delivery will occur.

The Portfolio  will not enter into a futures  contract or related option (except
for closing transactions) if, immediately  thereafter,  the sum of the amount of
its initial  margin and premiums on open futures  contracts and options  thereon
would  exceed 5% of the  Portfolio's  total  assets  (taken at  current  value);
however,  in the  case of an  option  that is  in-the-money  at the  time of the
purchase,  the  in-the-money  amount  may  be  excluded  in  calculating  the 5%
limitation.

INVESTMENT  RESTRICTIONS

   
The  investment  restrictions  numbered 1 through  10, 14 and 19 below have been
adopted  by the Fund  with  respect  to each of the  Portfolios  as  fundamental
policies.  Under the Act, a "fundamental"  policy may not be changed without the
vote of a "majority of the outstanding  voting securities" of the Fund, which is
defined in the Act as the lesser of (a) 67 percent or more of the shares present
at a Fund  meeting if the  holders  of more than 50  percent of the  outstanding
shares  of the Fund are  present  or  represented  by proxy or (b) more  than 50
percent of the outstanding  shares. A fundamental  policy affecting a particular
Portfolio may not be changed  without the vote of a majority of the  outstanding
voting securities of the affected Portfolio.  Investment restrictions 11 through
18  (excluding  14) may be changed by vote of a majority of the Fund's  Board of
Trustees at any time.
    

The investment policies adopted by the Fund prohibit each Portfolio from:

1.  Purchasing  the  securities  of  any  issuer,  other  than  U.S.  Government
securities,  if as a result  more  than 5% of the value of a  Portfolio's  total
assets would be invested in the  securities of the issuer,  except that up to 25
percent of the value of the  Portfolio's  total  assets may be invested  without
regard to this limitation.

2. Purchasing more than 10 percent of the voting securities of any one issuer or
more than 10  percent of the  securities  of any class of any one  issuer.  This
limitation shall not apply to investments in U.S. Government securities.

3. Selling securities short or purchasing  securities on margin, except that the
Portfolio  may obtain any  short-term  credit  necessary  for the  clearance  of
purchases  and  sales of  securities.  These  restrictions  shall  not  apply to
transactions involving selling securities "short against the box."

4.  Borrowing  money,  except that (a) the Portfolio may borrow for temporary or
emergency (but not leveraging,  except for the Alger American  Leveraged  AllCap
Portfolio)  purposes,  including the meeting of  redemption  requests that might
otherwise  require the  untimely  disposition  of  securities,  in an amount not
exceeding 10 percent of the value of the Portfolio's total assets (including the
amount borrowed)  valued at the lesser of cost or market,  less liabilities (not
including the amount  borrowed) at the time the borrowing is made; (b) the Alger
American  Balanced  Portfolio may engage in transactions  in reverse  repurchase
agreements;  and (c) the Alger American  Leveraged  AllCap  Portfolio may borrow
from banks for  investment  purposes  as set forth in the  Prospectus.  Whenever
borrowings  described  in (a)  exceed 5% of the value of the  Portfolio's  total
assets,  the Portfolio  will not make any  additional  investments.  Immediately
after any borrowing, including reverse repurchase agreements and mortgage-backed
rolls,  the Portfolio  will maintain asset coverage of not less than 300 percent
with respect to all borrowings.

5. Pledging,  hypothecating,  mortgaging or otherwise  encumbering  more than 10
percent of the value of the Portfolio's  total assets except in conjunction with
borrowings  as  noted in 4(c)  above.  These  restrictions  shall  not  apply to
transactions   involving  reverse  repurchase  agreements  or  the  purchase  of
securities subject to firm commitment agreements or on a when-issued basis.

                                       7
<PAGE>

6. Underwriting the securities of other issuers, except insofar as the Portfolio
may be deemed to be an underwriter under the Securities Act of 1933, as amended,
by virtue of disposing of portfolio securities.

7. Making loans to others, except through purchasing qualified debt obligations,
lending portfolio securities or entering into repurchase agreements.

8. Investing in securities of other investment companies,  except as they may be
acquired  as part of a merger,  consolidation,  reorganization,  acquisition  of
assets or offer of exchange.

9.  Purchasing any securities that would cause more than 25 percent of the value
of the  Portfolio's  total  assets to be invested in the  securities  of issuers
conducting their principal  business  activities in the same industry;  provided
that there shall be no limit on the purchase of U.S. Government securities.

   
10.  Investing in commodities,  except that the Alger American  Leveraged AllCap
Portfolio may purchase or sell stock index futures contracts and related options
thereon  if,  thereafter,  no more than 5% of its total  assets are invested in
margin and premiums.
    

11.  Purchasing  or selling real estate,  except that the Portfolio may purchase
and sell securities  secured by real estate,  mortgages or interests therein and
securities that are issued by companies that invest or deal in real estate.

   
12. Writing or selling puts, calls, straddles,  spreads or combinations thereof,
except that Alger American  Leveraged  AllCap Portfolio may buy and sell (write)
options.
    

13. Investing in oil, gas or other mineral exploration or development  programs,
except that the Portfolio may invest in the  securities of companies that invest
in or sponsor those programs.

   
14.  Investing  more than 10 percent (15  percent in the case of Alger  American
Leveraged  AllCap  Portfolio) of its net assets in securities which are illiquid
by virtue of legal or  contractual  restrictions  on resale or the  absence of a
readily  available  market.  However,  securities  with  legal  and  contractual
restrictions on resale may be purchased if they are determined to be liquid, and
such  purchases  would not be subject to the limit  stated  above.  The Board of
Trustees will in good faith determine the specific types of securities deemed to
be liquid and the value of such securities.
    

15.  Purchasing  any security if as a result the Portfolio  would then have more
than 5% of its  total  assets  invested  in  securities  of  issuers  (including
predecessors)  that have been in continual  operation for less than three years.
This limitation shall not apply to investments in U.S. Government securities.

16. Making investments for the purpose of exercising control or management.

17. Investing in warrants,  except that the Portfolio may invest in warrants if,
as a result,  the investments  (valued at the lower of cost or market) would not
exceed five  percent of the value of the  Portfolio's  net assets,  of which not
more than 2% of the  Portfolio's  net assets may be  invested  in  warrants  not
listed  on a  recognized  domestic  stock  exchange.  Warrants  acquired  by the
Portfolio as part of a unit or attached to securities at the time of acquisition
are not subject to this limitation.

   
18. Purchasing or retaining the securities of any issuer if, to the knowledge of
the  Fund,  any of the  officers,  directors  or  trustees  of the Fund or Alger
Management  individually owns more than .5% of the outstanding securities of the
issuer and together they own beneficially more than 5% of the securities.

19. Issuing senior  securities,  except that the Alger American Leveraged AllCap
Portfolio may borrow from banks for investment purposes so long as the Portfolio
maintains the required asset coverage.
    

Except  in the  case of the 300  percent  limitation  set  forth  in  Investment
Restriction  No.  4,  the  percentage  limitations  contained  in the  foregoing
restrictions  apply at the time of the  purchase of the  securities  and a later
increase or decrease in percentage  resulting from a change in the values of the
securities  or in the amount of the  Portfolio's  assets will not  constitute  a
violation of the restriction.  Additional  limitations  imposed by state law and
regulations may apply.

PORTFOLIO TRANSACTIONS
Decisions  to buy and sell  securities  and other  financial  instruments  for a
Portfolio are made by Alger  Management,  which also is responsible  for placing
these  transactions,  subject  to the  overall  review  of the  Fund's  Board of
Trustees.  Although  investment  requirements  for each  Portfolio  are reviewed
independently  from those of the other accounts  managed by Alger Management and
those of the other  Portfolios,  investments of the type the Portfolios may make
may also be made by these other accounts or Portfolios. When a Portfolio and one
or more other Portfolios or accounts managed by Alger Management are prepared to
invest  in,  or desire to  dispose  of,  the same  security  or other  financial
instrument,  available  investments or opportunities for sales will be allocated
in a manner believed by Alger Management to be equitable to each. In some cases,
this procedure may affect adversely the price paid or received by a Portfolio or
the size of the position obtained or disposed of by a Portfolio.

Transactions  in equity  securities  are in many cases  effected  on U.S.  stock
exchanges and involve the payment of negotiated brokerage commissions.  There is

                                       8
<PAGE>

generally  no  stated  commission  in  the  case  of  securities  traded  in the
over-the-counter markets, but the prices of those securities include undisclosed
commissions  or mark-ups.  Purchases and sales of money market  instruments  and
debt  securities  usually  are  principal  transactions.  These  securities  are
normally  purchased  directly from the issuer or from an  underwriter  or market
maker for the  securities.  The cost of securities  purchased from  underwriters
includes  an  underwriting  commission  or  concession  and the  prices at which
securities are purchased from and sold to dealers include a dealer's  mark-up or
mark-down.  U.S. Government securities are generally purchased from underwriters
or dealers,  although  certain newly issued U.S.  Government  securities  may be
purchased  directly  from  the  U.S.  Treasury  or from the  issuing  agency  or
instrumentality.

To the extent consistent with applicable provisions of the Act and the rules and
exemptions  adopted  by  the  SEC  thereunder,   as  well  as  other  regulatory
requirements,  the  Fund's  Board of  Trustees  has  determined  that  portfolio
transactions will be executed through Fred Alger & Company, Incorporated ("Alger
Inc.") if, in the judgment of Alger Management,  the use of Alger Inc. is likely
to  result  in price  and  execution  at least  as  favorable  as those of other
qualified broker-dealers and if, in particular transactions,  Alger Inc. charges
the  Portfolio  involved  a rate  consistent  with that  charged  to  comparable
unaffiliated  customers in similar transactions.  Such transactions will be fair
and reasonable to the Portfolio's shareholders.  Over-the-counter  purchases and
sales are transacted directly with principal market makers except in those cases
in which  better  prices and  executions  may be obtained  elsewhere.  Principal
transactions are not entered into with affiliates of the Fund except pursuant to
exemptive rules or orders adopted by the SEC.


In selecting brokers or dealers to execute portfolio transactions on behalf of a
Portfolio, Alger Management seeks the best overall terms available. In assessing
the best overall terms  available for any  transaction,  Alger  Management  will
consider the factors it deems  relevant,  including the breadth of the market in
the  investment,  the  price of the  investment,  the  financial  condition  and
execution  capability  of the  broker or dealer  and the  reasonableness  of the
commission,  if any, for the specific  transaction and on a continuing basis. In
addition,  Alger  Management is  authorized,  in selecting  parties to execute a
particular  transaction and in evaluating the best overall terms  available,  to
consider  the  brokerage  and research  services,  as those terms are defined in
section 28(e) of the Securities  Exchange Act of 1934, provided to the Portfolio
involved, the other Portfolios and/or other accounts over which Alger Management
or its affiliates exercise investment discretion.  Alger Management's fees under
its  agreements  with the  Portfolios are not reduced by reason of its receiving
brokerage and research  service.  The Fund's Board of Trustees will periodically
review the  commissions  paid by the Portfolios to determine if the  commissions
paid over  representative  periods of time are  reasonable  in  relation  to the
benefits  inuring to the  Portfolios.  During the fiscal year ended December 31,
1993,  the Fund paid an aggregate of  approximately  $590,712 in  commissions to
broker-dealers in connection with portfolio transactions, 100% of which was paid
to Alger Inc.  During the fiscal year ended  December 31, 1994, the Fund paid an
aggregate of  approximately  $1,158,107  in  commissions  to  broker-dealers  in
connection with portfolio  transactions of which $1,157,607 (99.96%) was paid to
Alger Inc.  and $500 was paid to other  broker-dealers.  During the fiscal  year
ended December 31, 1995, the Fund paid an aggregate of approximately  $2,023,563
in commissions to broker-dealers in connection with portfolio transactions, 100%
of which  was paid to Alger  Inc.  Alger  Inc.  does  not  engage  in  principal
transactions  with  the Fund  and,  accordingly,  received  no  compensation  in
connection  with  securities  purchased  or sold in that manner,  which  include
securities traded in the over-the-counter  markets, money market investments and
most debt securities.


NET ASSET VALUE

The  Prospectus  discusses  the  time at  which  the  net  asset  values  of the
Portfolios are determined  for purposes of sales and  redemptions.  The New York
Stock  Exchange is  currently  open on each Monday  through  Friday,  except (i)
January  1st,  Presidents'  Day (the third  Monday in  February),  Good  Friday,
Memorial Day (the last Monday in May),  July 4th, Labor Day (the first Monday in
September), Thanksgiving Day (the fourth Thursday in November) and December 25th
and  (ii)  the  preceding  Friday  when  any one of  those  holidays  falls on a
Saturday,  or the  subsequent  Monday when any one of those  holidays falls on a
Sunday.  The following is a description  of the  procedures  used by the Fund in
valuing the Portfolios' assets.

The  assets  of the  Portfolios  are  generally  valued  on the  basis of market
quotations.  Securities  whose  principal  market  is on an  exchange  or in the
over-the-counter  market are valued at the last reported  sales price or, in the
absence of reported  sales,  at the mean  between the bid and asked price or, in
the absence of a recent bid or asked price,  the equivalent as obtained from one

                                       9
<PAGE>

or more of the major market makers for the  securities  to be valued.  Bonds and
other fixed income securities may be valued on the basis of prices provided by a
pricing  service  when the Fund's Board of Trustees  believes  that these prices
reflect the fair market value of the  securities.  Other  investments  and other
assets,   including  restricted  securities  and  securities  for  which  market
quotations are not readily available,  are valued at fair value under procedures
approved by the Fund's Board of Trustees.  Short-term securities with maturities
of 60 days or less are valued at  amortized  cost,  as  described  below,  which
constitutes fair value as determined by the Fund's Board of Trustees.

The valuation of money market  instruments with maturities of 60 days or less is
based on their  amortized  cost  which  does not take  into  account  unrealized
capital gains or losses.  Amortized cost valuation involves initially valuing an
instrument  at its cost and  thereafter  assuming  a  constant  amortization  to
maturity of any  discount or premium,  regardless  of the impact of  fluctuating
interest  rates on the market  value of the  instrument.  Although  this  method
provides certainty in valuation, it may result in periods during which value, as
determined  by  amortized  cost,  is higher or lower than the price a  Portfolio
would receive if it sold the instrument.

PURCHASES AND REDEMPTIONS

   
Shares  of the  Portfolios  are  offered  by the Fund on a  continuous  basis to
separate accounts of Participating  Insurance Companies and to Plans. Shares are
distributed  by Alger Inc. as principal  underwriter  for the Fund pursuant to a
distribution agreement (the "Distribution  Agreement") which provides that Alger
Inc.  accepts  orders for shares at net asset value and no sales  commission  or
load is charged.
    

Contract or policy holders and Plan  participants  do not deal directly with the
Fund regarding the purchase or redemption of a Portfolio's  shares. The separate
accounts of the Participating  Insurance Companies purchase and redeem shares of
each Portfolio based on, among other things,  the amount of premium  payments to
be invested and surrender and transfer  requests (as defined in the prospectuses
describing  the VA  contracts  and  VLI  policies  issued  by the  Participating
Insurance Companies) to be effected on that day pursuant to VA contracts and VLI
policies.  Plan  trustees  purchase  Portfolio  shares  on  behalf  of the  Plan
participants.  Participants  should  contact their Plan sponsor for  information
concerning the appropriate  procedure for investing in the Fund. Orders received
by the Fund or its  transfer  agent are  effected  on days on which the New York
Stock Exchange (the "NYSE") is open for trading.  Such purchases and redemptions
of the shares of each  Portfolio  are  effected  at their  respective  net asset
values  per share  determined  as of the close of  regular  trading  on the NYSE
(currently  4:00 p.m.  Eastern  time) on that same day.  See "Net Asset  Value."
Payment for  redemptions  will be made by the Fund's transfer agent on behalf of
the  Fund and the  relevant  Portfolios  within  seven  days  after  receipt  of
redemption requests.

The Fund may suspend the right of  redemption of shares of any Portfolio and may
postpone payment for any period:  (i) during which the NYSE is closed other than
customary  weekend and holiday  closings or during which  trading on the NYSE is
restricted;  (ii) when the SEC determines that a state of emergency exists which
may make payment or transfer not reasonably practicable; (iii) as the SEC may by
order permit for the protection of the  shareholders of the Fund; or (iv) at any
other time when the Fund may, under  applicable  laws and  regulations,  suspend
payment on the redemption of its shares.

Should any conflict  between VA contract and VLI policy  holders and Plans arise
which would  require that a substantial  amount of net assets be withdrawn  from
the Fund,  orderly  portfolio  management  could be disrupted  to the  potential
detriment of the VA contract and VLI policy holders or Plan participants.

MANAGEMENT


   
TRUSTEES  AND OFFICERS OF THE FUND The names of the Trustees and officers of the
Fund, together with information concerning their principal business occupations,
are set forth below.  Each of the  officers of the Fund is also an officer,  and
each of the  Trustees  is also a  director  or  trustee,  as the case may be, of
Castle  Convertible Fund, Inc.  ("Castle"),  a registered closed- end investment
company,  and The  Alger  Fund,  The Alger  Retirement  Fund and  Spectra  Fund,
registered open-end management investment companies,  for which Alger Management
serves  as  investment  adviser.  Fred M.  Alger  III and  David  D.  Alger  are
"interested  persons" of the Fund,  as defined in the Act. Fred M. Alger III and
David D. Alger are brothers.  Unless otherwise noted, the address of each person
named below is 75 Maiden Lane, New York, New York 10038.
    


                                       10
<PAGE>

NAME, POSITION WITH
THE FUND AND ADDRESS                   PRINCIPAL OCCUPATIONS

Fred M. Alger III                      Chairman of the Board of Alger
  Chairman of the Board                Associates, Inc. ("Associates"), Alger
                                       Inc., Alger Management, Alger Properties,
                                       Inc. ("Properties"), Alger Shareholder
                                       Services, Inc. ("Services"), Alger Life
                                       Insurance Agency, Inc. ("Agency") and
                                       Analysts Resources, Inc. ("ARI").        

David D. Alger                         President and Director of Associates,
  President and Trustee                Alger Management, Alger Inc., Properties,
                                       Services and Agency. Executive Vice
                                       President and Director of ARI.           

Gregory S. Duch                        Executive Vice President, Treasurer and
  Treasurer                            Director of Alger Management and
                                       Properties; Executive Vice President and
                                       Treasurer of Associates, Alger Inc. ARI,
                                       Services and Agency.                     


   
Mary E. Marsden-Cochran                General Counsel and Secretary, 
  Secretary                            Associates, Alger Management, Alger Inc.,
                                       Properties, ARI, Services and Agency 
                                       (2/96 - present); Associate General 
                                       Counsel and Vice President, Smith Barney
                                       Inc. (12/94 - 2/96); Blue Sky Attorney,
                                       AMT Capital (1/94 - 11/94).
    




Frederick A. Blum                      Senior Vice President of Associates,
  Assistant Secretary                  Alger Management, Alger Inc., Properties,
                                       ARI, Services and Agency.                



Arthur M. Dubow                        President of Fourth Estate, Inc.; private
  Trustee                              investor since 1985; Director of Coolidge
  P.O. Box 969                         Investment Corporation; formerly Chairman
  Wainscott, NY 11975                  of the Board of Institutional Shareholder
                                       Services, Inc.


Stephen E. O'Neil                      Of counsel to the law firm of Baker,
  Trustee                              Nelson, Mishkin & Kohler;  private
  460 Park Avenue                      investor since 1981; Director of Nova
  New York, NY 10021                   Care, Inc., Syntro Corporation and
                                       Brown-Forman Distillers Corporation;
                                       formerly President and Vice Chairman of
                                       City Investing Company and Director of
                                       Centerre Bancorporation.                 


Nathan E. Saint-Amand, M. D.           Medical doctor in private practice.
  Trustee
  2 East 88th Street
  New York, NY 10128


John T. Sargent                        Private investor since 1987; Director of
  Trustee                              River Bank America and Atlantic Mutual
  5 Beekman Place                      Insurance Co.                            
  New York, NY 10022        


No director,  officer or employee of Alger  Management  or its  affiliates  will
receive any  compensation  from the Fund for serving as an officer or Trustee of
the Fund. The Fund pays each Trustee who is not a director,  officer or employee
of Alger  Management  or its  affiliates  a  quarterly  fee of $1,500,  which is
reduced by the proportion of the meetings not attended by the Trustee during the
quarter.


The Fund did not offer its Trustees any pension or retirement benefits during or
prior to the fiscal year ended December 31, 1995.  The following  table provides
compensation  amounts paid to Disinterested  Trustees of the Fund for the fiscal
year ended December 31, 1995.


                                       11
<PAGE>
<TABLE>
<CAPTION>

                               COMPENSATION TABLE

   
                                                                       TOTAL COMPENSATION PAID TO TRUSTEES FROM
                                                                              THE ALGER RETIREMENT FUND,
                                                AGGREGATE                           THE ALGER FUND,
                                              COMPENSATION                     THE ALGER AMERICAN FUND,
                                             FROM THE ALGER               CASTLE CONVERTIBLE FUND, INC. AND
       NAME OF PERSON, POSITION               AMERICAN FUND                       SPECTRA FUND, INC.
       ------------------------             ----------------            ---------------------------------------
<S>                                              <C>                                    <C>    
       Arthur M. Dubow, Trustee                  $6,000                                 $28,250
       Stephen E. O'Neil, Trustee                $6,000                                 $28,250
       Nathan E. Saint-Amand, Trustee            $6,000                                 $28,250
       John T. Sargent, Trustee                  $6,000                                 $28,250
    

</TABLE>

INVESTMENT MANAGER
Alger Management serves as investment manager to each of the Portfolios pursuant
to separate  written  agreements (the "Management  Agreements").  Certain of the
services  provided by, and the fees paid by the Portfolios to, Alger  Management
under  the  Management  Agreements  are  described  in  the  Prospectus.   Alger
Management pays the salaries of all officers who are employed by both it and the
Fund.  Alger  Management has agreed to maintain office  facilities for the Fund,
furnish the Fund with  statistical and research data,  clerical,  accounting and
bookkeeping  services,  and certain other services  required by the Fund, and to
compute the net asset value,  net income and realized capital gains or losses of
the Portfolios.  Alger Management prepares semi annual reports to the SEC and to
shareholders,  prepares  federal and state tax  returns  and filings  with state
securities commissions,  maintains the Fund's financial accounts and records and
generally  assists in all  aspects of the Fund's  operations.  Alger  Management
bears all expenses in connection  with the performance of its services under the
Management Agreements.

Alger  Management  has agreed to reimburse the Portfolios to the extent that the
annual  operating  expenses  (excluding  interest,  taxes,  fees  for  brokerage
services and extraordinary  expenses) of the Alger American  Balanced  Portfolio
exceed 1.25%;  the Alger American Income and Growth  Portfolio exceed 1.25%; the
Alger American Small  Capitalization  Portfolio exceed 1.50%; the Alger American
Growth Portfolio exceed 1.50%; the Alger American MidCap Growth Portfolio exceed
1.50%;  and the Alger American  Leveraged  AllCap  Portfolio exceed 1.50% of the
average  daily net assets of the  applicable  Portfolio  for any fiscal year. An
expense  reimbursement,  if any, will be estimated and reconciled daily and paid
on a monthly basis.


   
During the fiscal years ended December 31, 1993, 1994 and 1995, Alger Management
earned  under the terms of the  Management  Agreements  $122,834,  $187,051  and
$235,434,  respectively,  in  respect  of the Alger  American  Income and Growth
Portfolio;  $1,445,487,  $2,366,780 and $5,628,002,  respectively, in respect of
the Alger  American  Small  Capitalization  Portfolio;  $372,682,  $756,637  and
$1,894,223,  respectively,  in respect of the Alger American  Growth  Portfolio;
$39,843,  $70,976 and $96,391,  respectively,  in respect of the Alger  American
Balanced Portfolio. For the period from May 3, 1993 (commencement of operations)
through  December 31, 1993 and for the fiscal years ended  December 31, 1994 and
1995,  Alger  Management  earned $42,051,  $311,831 and $900,673,  respectively,
under the terms of the  Management  Agreement  in respect of the Alger  American
MidCap Growth Portfolio.  For the period from January 25, 1995  (commencement of
operations)  through December 31, 1995, Alger Management earned $9,604 under the
terms of the  Management  Agreement in respect of the Alger  American  Leveraged
AllCap Portfolio. Certain of these fees, however, were offset by various expense
reimbursements  that are  described  in the  Notes to the  Financial  Statements
contained in this Statement of Additional Information.
    


INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen LLP serves as independent public accountants for the Fund.

TAXES

The following is a summary of selected  federal income tax  considerations  that
may  affect  the Fund and its  shareholders.  The  summary  is not  intended  to
substitute  for  individual  tax advice and investors are urged to consult their
own tax  advisers  as to the  federal,  state  and  local  tax  consequences  of
investing in the Fund.

Each  Portfolio has been  structured so as to qualify as a regulated  investment
company within the meaning of the Code. To so qualify,  a Portfolio must,  among
other  things:  (a) derive at least 90% of its gross income in each taxable year
from dividends,  interest,  payments with respect to securities  loans and gains
from the sale or other disposition of stock or securities;  (b) derive less than
30% of its gross income in each taxable year from the sale or other  disposition

                                       12
<PAGE>

of securities  held for less than three months;  and (c) meet certain  quarterly
diversification tests.

As a regulated  investment  company,  a Portfolio will not be subject to federal
income  tax on  its  net  investment  income  and  net  capital  gains  that  it
distributes  to its  shareholders,  provided  that  at  least  90%  of  its  net
investment income for the taxable year is distributed. All net investment income
and  net  capital  gains   distributed   by  a  Portfolio   will  be  reinvested
automatically  in additional  shares of the  Portfolio or paid in cash.  Amounts
reinvested in additional  shares will be considered to have been  distributed to
shareholders.

SEGREGATED ASSET ACCOUNT
The Fund intends to distribute  shares in the Portfolios  only to  Participating
Insurance Companies which will hold those shares,  directly or indirectly,  in a
"segregated  asset  account"  within the  meaning  of the Code.  To qualify as a
segregated  asset  account,  the Portfolio in which such an account holds shares
must meet the diversification requirements of Section 817(h) of the Code and the
regulations promulgated thereunder. To meet those requirements,  a Portfolio may
not  invest  more  than  certain  specified  percentages  of its  assets  in the
securities of any one, two, three or four issuers.

The Fund has  undertaken  to meet the  diversification  requirements  of Section
817(h) of the Code.  This  undertaking  may limit the  ability  of a  particular
Portfolio to make certain otherwise permitted investments.

Income  on  assets of a  segregated  asset  account  will not be  taxable  to VA
contracts  or VLI policy  holders if that  account  has met the  diversification
requirements under Section 817(h) of the Code. In the event an account is not so
qualified, all VA contracts or VLI policies allocating any amount of premiums to
such account will not qualify as "annuity  contracts"  or "life  insurance"  for
federal income tax purposes. In that event, the holder of the VA contract or VLI
policy  would be taxed as though he owned a  proportionate  amount of the assets
held by such account  during and after all periods for which the account  failed
to be qualified.

Generally,  distributions  from a Plan will be taxable as ordinary income at the
rate  applicable  to the  participant  at the time of  distribution.  In certain
cases,  distributions  made to a  participant  from a Plan  prior to the date on
which the participant  reaches age 591/2 are subject to a penalty tax equivalent
to 10% of the amount so  distributed,  in  addition to the  ordinary  income tax
payable on such  amount  for the year in which it is  distributed.  Taxation  of
dividends and redemption payments received by Plan participants will depend upon
the nature of the Plan participant's  retirement plan and the tax status of that
particular Plan participant.

CUSTODIAN

Custodial Trust Company, 101 Carnegie Center,  Princeton, New Jersey 08540-6231,
serves as custodian for the Fund pursuant to a custodian  agreement  under which
it holds the Portfolios' assets.

TRANSFER AGENT

Alger Shareholder Services,  Inc., 30 Montgomery Street, Jersey City, New Jersey
07302,  serves as  transfer  agent for the Fund  pursuant  to a transfer  agency
agreement.  Under the transfer agency agreement Alger Shareholder Services, Inc.
processes  purchases and redemptions of shares of the Portfolios,  maintains the
shareholder account records for each Portfolio,  handles certain  communications
between   shareholders   and  the  Fund  and   distributes   any  dividends  and
distributions payable by the Fund.
       
   
CERTAIN SHAREHOLDERS

The following table contains information regarding persons known to the Fund who
own  beneficially  or of record 5% or more of the shares of any  Portfolio.  All
holdings are expressed as a percentage of a Portfolio's outstanding shares as of
April 2, 1996 and record and beneficial holdings are in each instance denoted as
follows: record/beneficial.
    


                                       13
<PAGE>

<TABLE>
<CAPTION>
                               Alger         Alger
                             American      American                                      Alger          Alger
                              Income         Small          Alger          Alger       American       American
                                and        Capital-       American       American       MidCap        Leveraged
                              Growth        ization        Growth        Balanced       Growth         AllCap
Name and                     Portfolio     Portfolio      Portfolio      Portfolio     Portfolio      Portfolio
Address of                   (Record/      (Record/       (Record/       (Record/      (Record/       (Record/
Shareholders                Beneficial)   Beneficial)    Beneficial)    Beneficial)   Beneficial)    Beneficial)
- ------------                -----------   -----------    -----------    -----------   -----------    -----------
<S>                           <C>           <C>            <C>             <C>           <C>             <C>    

   
American Skandia              --/--         46.3%/--       67.9%/--        --/--         84.8%/--        --/--
Life Assurance
Corporation
Tower One
Corporate Drive
P. O. Box 883
Shelton, CT 06484

Ameritas Variable             75.9%/--       5.5%/--        5.5%/--        69.2%/--       9.5%/--        16.3%/--
Life Insurance Co
Separate Acct VA-2
Variable Annuity Product
P.O. Box 82550
Lincoln, NE 68501


Aetna Life Insurance          23.9%/--       43.6%/--      16.7%/--        30.4%/--          */--        46.6%/--
and Annuity Company
151 Farmington Avenue
Hartford, CT  06156
    

CG Variable Annuity            --/--            */--          */--            --/--          */--        22.8%/--
Separate Acct II
900 Cottage Grove Road
Hartford, CT  06152

Great American                 --/--            */--          --/--           --/--          --/--       5.1%/--
Reserve Insurance
11825 North Pennsylvania Ave.
Carmel, IN 46032

   
Officers and                   --/**           --/**          --/**           --/**          --/**       --/3.5%
Trustees as a Group**
    

</TABLE>
- ------------------------
*  Indicates shareholder owns less than 5% of the Portfolio's shares.
** Indicates Group owns less than 1% of the Portfolio's shares.

ORGANIZATION

   
The Fund has been organized as an  unincorporated  business trust under the laws
of the Commonwealth of Massachusetts pursuant to an Agreement and Declaration of
Trust dated  April 6, 1988 (the "Trust  Agreement").  The Alger  American  Small
Capitalization  Portfolio,  the Alger American Income and Growth Portfolio,  the
Alger American Growth Portfolio, the Alger American Balanced Portfolio (formerly
the Alger American Fixed Income  Portfolio) and the Alger American MidCap Growth
Portfolio commenced operations on September 21, 1988, November 15, 1988, January
9, 1989,  September 5, 1989 and May 3, 1993,  respectively.  The Alger  American
Leveraged  AllCap Portfolio  commenced  operations on January 25, 1995. The word
"Alger" in the Fund's name has been adopted pursuant to a provision contained in
the Agreement and Declaration of Trust. Under that provision,  Alger Associates,
Inc. may terminate  the Fund's  license to use the word "Alger" in its name when
Alger Management ceases to act as the Fund's investment manager.
    

Shares do not have  cumulative  voting rights,  which means that holders of more
than 50 percent of the shares  voting for the election of Trustees can elect all
Trustees.  Shares  are  transferable  but  have  no  preemptive,  conversion  or
subscription  rights.  Shareholders  generally  vote by  Portfolio,  except with
respect to the election of Trustees  and the  ratification  of the  selection of
independent   accountants.   In  the   interest  of  economy  and   convenience,

                                       14
<PAGE>

certificates  representing shares of a Portfolio are physically issued only upon
specific written request of a shareholder.

Meetings of  shareholders  normally will not be held for the purpose of electing
Trustees  unless  and until such time as less than a  majority  of the  Trustees
holding  office have been  elected by  shareholders,  at which time the Trustees
then in office will call a  shareholders'  meeting for the election of Trustees.
Under  the  Act,  shareholders  of  record  of no less  than  two-thirds  of the
outstanding  shares of the Fund may remove a Trustee  through a  declaration  in
writing  or by vote  cast in person  or by proxy at a  meeting  called  for that
purpose. Under the Trust Agreement,  the Trustees are required to call a meeting
of shareholders for the purpose of voting on the question of removal of any such
Trustee when requested in writing to do so by the  shareholders of record of not
less than 10 percent of the Fund's outstanding shares.

Massachusetts law provides that shareholders could, under certain circumstances,
be held personally  liable for the obligations of the Fund.  However,  the Trust
Agreement  disclaims  shareholder  liability for acts or obligations of the Fund
and  requires  that  notice  of such  disclaimer  be  given  in each  agreement,
obligation or instrument entered into or executed by the Fund or a Trustee.  The
Trust Agreement  provides for  indemnification  from the Fund's property for all
losses  and  expenses  of  any  shareholder  held  personally   liable  for  the
obligations of the Fund. Thus, the risk of a shareholder's  incurring  financial
loss on account of shareholder  liability is limited to  circumstances  in which
the Fund itself would be unable to meet its obligations,  a possibility that the
Fund believes is remote. Upon payment of any liability incurred by the Fund, the
shareholder  paying the  liability  will be entitled to  reimbursement  from the
general assets of the Fund. The Trustees intend to conduct the operations of the
Fund in a manner so as to avoid, as far as possible,  ultimate  liability of the
shareholders for liabilities of the Fund.


DETERMINATION OF PERFORMANCE
The "total  return" and "yield"  described in the  Prospectus  as to each of the
Portfolios  are computed  according  to formulas  prescribed  by the SEC.  These
performance figures are calculated in the following manner:

A.   Total Return--a  Portfolio's  average annual total return  described in the
     Prospectus is computed according to the following formula:
                                         n
                                  P (1+T) =ERV

Where:   P =   a hypothetical initial payment of $1,000
         T =   average annual total return
         n =   number of years
       ERV =   ending  redeemable value of a hypothetical  $1,000 payment made
               at the  beginning  of the 1, 5, or 10 year  periods at the end of
               the 1, 5 and 10 year periods (or fractional portion thereof);

The average annual total returns for the  Portfolios  for the periods  indicated
below were as follows:


                                                       Period
                                             Five       from
                                             Years   Inception*
                               Year-Ended    Ended     through
                                12/31/95   12/31/95   12/31/95
                                --------   --------   --------
       
   
Alger American Balanced
  (formerly the Alger
  American Fixed Income)         28.62%       8.75%      8.38%
                               
Alger American Income &        
  Growth                         35.13%      12.91%     10.17%
                               
Alger American Small             44.31%      20.59%     22.60%
  Capitalization               
                               
Alger American Growth            36.37%      21.73%     19.44%
                               
Alger American MidCap          
  Growth                         44.45%       n/a       29.02%
                               
Alger American Leveraged       
  AllCap Portfolio                n/a         n/a       81.25%**
    
                         
*  The Alger American  Balanced  Portfolio,  the Alger American  Income & Growth
   Portfolio,  the Alger  American  Small  Capitalization  Portfolio,  the Alger
   American Growth Portfolio, the Alger American MidCap Growth Portfolio and the
   Alger American Leveraged AllCap Portfolio  commenced  operations on September
   5, 1989, November 15, 1988,  September 21, 1988, January 9, 1989, May 3, 1993
   and January 25, 1995, respectively.

   
** The aggregate total return for the period from inception through December 31,
   1995 was 74.30%.
    


                                       15
<PAGE>

B.   Yield--a  Portfolio's  net annualized  yield described in the Prospectus is
     computed according to the following formula:

                           a-b      6
               YIELD = 2[(----- + 1)  - 1]
                           cd

Where:   a =  dividends and interest earned during the period

         b =  expenses accrued for the period (net of reimbursements)

         c =  the average daily number of shares outstanding during the period
               that were entitled to receive dividends

         d =  the maximum offering price per share on the last day of the period

IN GENERAL
Current  performance  information  for the Portfolios may be obtained by calling
the Fund at the telephone number provided on the cover page of this Statement of
Additional  Information.  A Portfolio's quoted performance may not be indicative
of future performance.  A Portfolio's  performance will depend upon factors such
as the Portfolio's  expenses and the types and maturities of instruments held by
the Portfolio.  In addition, the actual return of a holder of a VA contract or a
VLI policy  will be  affected  by charges  imposed by the  separate  accounts of
Participating  Insurance Companies or, in the case of Plan participants,  by any
charges imposed under the Plan.


   
From time to time,  advertisements  or reports to  shareholders  may compare the
yield or  performance  of a  Portfolio  with that of other  mutual  funds with a
similar investment  objective.  The performance of the Portfolios,  for example,
might be compared to rankings prepared by Lipper Analytical Services Inc., which
is a widely  recognized,  independent  service that monitors the  performance of
mutual funds, as well as to various unmanaged indexes,  such as the S&P 500, the
Russell 2000 Growth Index,  the Wilshire Small Company Growth Index,  the Lehman
Government/Corporate  Bond  Index or the S&P  MidCap  400  Index.  In  addition,
evaluations  of  the  Portfolios  published  by  nationally  recognized  ranking
services  or  articles  regarding  performance,  rankings  and  other  Portfolio
characteristics may appear in national publications  including,  but not limited
to, BARRON'S, BUSINESS WEEK, FORBES, INSTITUTIONAL INVESTOR, INVESTOR'S BUSINESS
DAILY, KIPLINGER'S PERSONAL FINANCE, MONEY, MORNINGSTAR, THE NEW YORK TIMES, USA
TODAY and THE WALL  STREET  JOURNAL and may be  included  in  advertisements  or
communications to shareholders.  Any given performance  comparison should not be
considered as  representative  of such  Portfolio's  performance  for any future
period.
    


                                       16

<PAGE>

       

THE ALGER AMERICAN FUND
ALGER AMERICAN GROWTH PORTFOLIO
SCHEDULE OF INVESTMENTS--DECEMBER 31, 1995


- --------------------------------------------------------------------------------

     SHARES      COMMON STOCKS--81.9%                                   VALUE
     ------                                                             -----

                 AIRLINES--1.0%
     70,000      Delta Air Lines Inc. .........................      $ 5,171,250
                                                                     -----------

                 BIO-TECHNOLOGY--1.2%
     96,900      Genzyme Corp.--General Division*+ ............        6,044,138
                                                                     -----------

                 BUILDING & CONSTRUCTION--2.0%
    273,525      Clayton Homes Inc. ...........................        5,846,596
    129,200      Pulte Corp.+ .................................        4,344,350
                                                                     -----------
                                                                      10,190,946
                                                                     -----------

                 COMMUNICATIONS--6.6%
     54,000      ADC Telecommunications, Inc.* ................        1,971,000
    161,000      America Online Inc.*+ ........................        6,037,500
    139,000      DSC Communications Corporation*+ .............        5,125,625
    125,000      Glenayre Technologies Inc.* ..................        7,781,250
    118,200      Tellabs, Inc.* ...............................        4,373,400
     90,000      U.S. Robotics Corp* ..........................        7,897,500
                                                                     -----------
                                                                      33,186,275
                                                                     -----------

                 COMPUTER RELATED &
                   BUSINESS EQUIPMENT--16.9%
    255,800      Altera Corporation* ..........................       12,726,050
    265,250      Bay Networks Inc.* ...........................       10,908,405
    161,600      Cisco Systems, Inc.* .........................       12,059,400
     82,500      Compaq Computer Corporation* .................        3,960,000
    224,800      Dell Computer Corporation* ...................        7,783,700
    204,300      Digital Equipment Corporation* ...............       13,100,738
    151,200      Seagate Technology*+ .........................        7,182,000
    216,600      3 Com Corp.* .................................       10,098,975
    231,900      Xilinx, Inc.*+ ...............................        7,072,950
                                                                     -----------
                                                                      84,892,218
                                                                     -----------

                 COMPUTER SOFTWARE--2.0%
     73,000      Broderbund Software Inc.* ....................        4,434,750
    184,000      Informix Corporation* ........................        5,520,000
                                                                     -----------
                                                                       9,954,750
                                                                     -----------

                 COMPUTER TECHNOLOGY--.5%
     99,800      Silicon Graphics, Inc.* ......................        2,744,500
                                                                     -----------

                 CONSUMER PRODUCTS--.1%
     19,000      CUC International Inc.* ......................          648,375
                                                                     -----------

                 DEFENSE--3.8%
     59,120      Lockheed Martin Corp. ........................        4,670,480
    157,400      Loral Corporation ............................        5,568,025
     96,100      McDonnell Douglas Corporation ................        8,841,200
                                                                     -----------
                                                                      19,079,705
                                                                     -----------

                 FINANCIAL SERVICES--4.5%
    191,863      First Data Corporation .......................       12,830,838
     95,000      Lehman Brothers Holdings Inc. ................        2,018,750
    110,000      Merrill Lynch & Co., Inc. ....................        5,610,000
     99,400      Schwab (Charles) Corporation (The)+ ..........        2,000,425
                                                                     -----------
                                                                      22,460,013
                                                                     -----------

                 HEALTHCARE--21.5%
    109,000      Apria Healthcare Group Inc.*+ ................        3,079,250
    238,500      Biochem Pharma Inc.*+ ........................        9,569,813
     61,600      Boston Scientific Corporation* ...............        3,018,400
    204,200      Cardinal Health, Inc. ........................       11,179,950
    184,000      Columbia/HCA Healthcare Corporation ..........        9,338,000
    317,000      Healthsource, Inc.*+ .........................       11,412,000
    163,000      Lilly (Eli) Co. ..............................        9,168,750
     98,600      Medtronic, Inc. ..............................        5,509,275
    163,800      Merck & Co., Inc. ............................       10,769,850
     43,400      Nellcor Puritan Bennett Inc.* ................        2,517,200
    175,000      Oxford Health Plans, Inc.* ...................       12,928,125
    166,200      SmithKline Beecham PLC ADS+ ..................        9,224,100
    183,500      Summit Technology Inc.*+ .....................        6,193,125
     65,000      United Healthcare Corporation ................        4,257,500
                                                                     -----------
                                                                     108,165,338
                                                                     -----------

                 INSURANCE--2.5%
      66,000     American International, Group Inc. ...........        6,105,000
     100,600     Travelers Group Inc. .........................        6,325,225
                                                                    ------------

                                                                      12,430,225
                                                                    ------------

                 LEISURE & ENTERTAINMENT--1.2%
     124,500     Viacom Inc. Cl. B* ...........................        5,898,188
                                                                    ------------

                 POLLUTION CONTROL--.2%
      50,000     USA Waste Services, Inc.* ....................          943,750
                                                                    ------------

                 RESTAURANTS &
                   LODGING--3.8%
      55,000     Cracker Barrel Old Country Stores, Inc.+ .....          948,750
     144,900     La Quinta Inns, Inc. .........................        3,966,638
     366,100     Lone Star Steakhouse & Saloon, Inc.*+ ........       14,049,088
                                                                    ------------
                                                                      18,964,476
                                                                    ------------

                 RETAILING--4.9%
      50,000     Cintas Corp. .................................        2,225,000
     191,500     The Gap, Inc. ................................        8,043,000
     569,000     OfficeMax, Inc.* .............................       12,731,375
      30,000     Viking Office Products, Inc.* ................        1,395,000
                                                                    ------------
                                                                      24,394,375
                                                                    ------------

                 SEMICONDUCTORS--6.9%
     154,400     Intel Corporation ............................        8,762,200
     118,000     LSI Logic Corporation* .......................        3,864,500
     174,500     Linear Technology Corporation ................        6,849,125
     358,000     Maxim Integrated Products, Inc.* .............       13,783,000
      50,000     Microchip Technology Incorporated* ...........        1,825,000
                                                                    ------------
                                                                      35,083,825
                                                                    ------------

                 MISCELLANEOUS--2.3%
     260,800     Service Corporation International ............       11,475,200
                                                                    ------------


                                      F-1
<PAGE>

THE ALGER AMERICAN FUND
ALGER AMERICAN GROWTH PORTFOLIO
SCHEDULE OF INVESTMENTS--DECEMBER 31, 1995 (Cont'd)


- --------------------------------------------------------------------------------

    WARRANTS     COMMON STOCKS (CONTINUED)                              VALUE
    --------                                                            -----

                 TOTAL COMMON STOCKS
                 (COST $358,592,571) ..........................     $411,727,547
                                                                    ------------

                 WARRANTS
                 MANUFACTURING
           1     Windmere Corp. Warrant,
                 expires 1/19/98 (COST $1) ....................                0
                                                                    ------------

                 SHORT-TERM INVESTMENTS--18.8%
PRINCIPAL        SHORT-TERM
AMOUNT           CORPORATE NOTES--11.4%
- ----------
$10,000,000      American Honda Finance Corp.,
                   5.75%, 2/8/96 ..............................       9,939,305
 12,500,000      Barnett Banks, Inc.,
                   5.85%, 1/10/96 .............................      12,481,719
 12,500,000      Countrywide Funding Corp.,
                   5.77%, 1/4/96 ..............................      12,493,990
 10,000,000      Mitsui & Co. (USA) Inc.,
                   5.68%, 1/26/96 .............................       9,960,555
 12,500,000      Triple-A One Funding Corp.,
                   5.85%, 1/5/96(a) ...........................      12,491,875
                                                                    ------------

                 TOTAL SHORT-TERM CORPORATE NOTES                     
                   (COST $57,367,444) .........................       57,367,444
                                                                    ------------


                          SECURITIES HELD UNDER
                            REPURCHASE
                            AGREEMENTS--7.4%
                          Securities Held Under Repurchase
                            Agreements, 5.80%-6.00%, 1/2/96,
                            with Bear, Stearns & Co. Inc., dtd
                            12/29/95, repurchase price
                            $37,620,468; collateralized by
                            U.S. Treasury Strips
                            (par value $109,684,000, due
                            5/15/01-8/15/16) ..................    $ 37,595,645
                                                                   ------------

                          TOTAL SHORT-TERM INVESTMENTS
                            (COST $94,963,089) ................      94,963,089
                                                                   ------------

TOTAL INVESTMENTS ..................................
  (COST $453,555,661)(B) ...........................        100.7%  506,690,636

Liabilities in Excess Of Other Assets ..............          (.7)   (3,717,097)
                                                            -----  ------------
NET ASSETS .........................................        100.0% $502,973,539
                                                            =====  ============

- --------------------------------------------------------------------------------
  *  Non-income producing security.
  +  Securities partially or fully on loan.
(a)  Pursuant to Securities and Exchange  Commission Rule 144A, these securities
     may be sold prior to their maturity only to qualified institutional buyers.
(b)  At December 31, 1995, the net unrealized appreciation on investments, based
     on cost for  federal  income  tax  purposes  of  $453,555,661  amounted  to
     $53,134,975  which consisted of aggregate gross unrealized  appreciation of
     $58,285,984 and aggregate gross unrealized depreciation of $5,151,009.


                       See Notes to Financial Statements




                                      F-2
<PAGE>

THE ALGER AMERICAN FUND
ALGER AMERICAN GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS

FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>



                                                                        YEAR ENDED DECEMBER 31,
                                                           --------------------------------------------------
                                                             1995        1994      1993       1992      1991
- -------------------------------------------------------------------------------------------------------------
<S>                                                        <C>        <C>        <C>       <C>        <C>    
  Net asset value, beginning of year                       $ 23.13    $ 24.67    $ 20.17   $ 18.00    $ 12.86
- -------------------------------------------------------------------------------------------------------------
  Net investment income                                       0.02       0.07       0.03      0.03       0.08(i)
  Net realized and unrealized gain on investments                        8.33       0.15      4.50       2.19
  5.11
- -------------------------------------------------------------------------------------------------------------
      Total from investment operations                        8.35       0.22       4.53      2.22       5.19
- -------------------------------------------------------------------------------------------------------------
  Dividends from net investment income                       (0.07)     (0.03)     (0.03)    (0.03)     (0.05)
  Distributions from net realized gains                      (0.25)     (1.73)        --     (0.02)        --
- -------------------------------------------------------------------------------------------------------------
      Total Distributions                                    (0.32)     (1.76)     (0.03)    (0.05)     (0.05)
- -------------------------------------------------------------------------------------------------------------
  Net asset value, end of year                             $ 31.16    $ 23.13    $ 24.67   $ 20.17    $ 18.00
=============================================================================================================
  Total Return                                              36.37%      1.45%     22.47%    12.38%     40.39%
=============================================================================================================
  Ratios and Supplemental Data:
    Net assets, end of year (000's omitted)               $502,974   $150,390    $74,878   $30,316
  $10,094
=============================================================================================================
    Ratio of expenses to average net assets                   .85%       .86%       .97%      .99%
  1.29%
=============================================================================================================
    Ratio of net investment income to average
      net assets                                             0.18%      0.48%      0.25%     0.33%      0.52%
=============================================================================================================
    Portfolio Turnover Rate                                118.33%    111.76%    112.64%    63.91%     58.95%
=============================================================================================================
(i) Amount was computed based on average shares outstanding during the period.
</TABLE>

                       See Notes to Financial Statements.



                                      F-3
<PAGE>


THE ALGER AMERICAN FUND
ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO
SCHEDULE OF INVESTMENTS--DECEMBER 31, 1995


- --------------------------------------------------------------------------------

   
     SHARES    COMMON STOCKS--92.2%                                     VALUE
     -------                                                            -----
    
              APPAREL--1.9%
    186,200   Kenneth Cole Productions Inc. CI.A.* ........          $ 3,491,250
    126,000   St. John Knits, Inc.+ .......................            6,693,750
    190,700   Tommy Hilfiger Corporation*+ ................            8,080,913
                                                                     -----------
                                                                      18,265,913
                                                                     -----------
              BIO-TECHNOLOGY--5.1%
    253,900   Centocor, Inc.* .............................            7,839,163
    280,000   Cygnus, Inc.* ...............................            6,265,000
     25,000   Cytotherapeutics, Inc.* .....................              428,125
    238,000   Genzyme Corp.--General Division*+ ...........           14,845,250
     45,000   IDEC Pharmaceuticals Corp.* .................              877,500
    155,500   INCYTE Pharmaceuticals, Inc.*+ ..............            3,887,500
    110,000   Oncogene Science, Inc.* .....................            1,045,000
    275,000   Sepracor Inc.*+ .............................            5,053,125
    258,000   VISX, Inc.*+ ................................           10,062,000
                                                                     -----------
                                                                      50,302,663
                                                                     -----------
              BUILDING &
                CONSTRUCTION--1.4%
    397,500   Clayton Homes, Inc. .........................            8,496,563
     35,000   Continental Homes Holding Corp.+ ............              861,875
    136,600   U.S. Home Corporation*+ .....................            3,978,475
                                                                     -----------
                                                                      13,336,913
                                                                     -----------
              COMMUNICATIONS--11.3%
    167,400   ADC Telecommunications, Inc.* ...............            6,110,100
    311,400   Ascend Communications, Inc.* ................           25,262,325
    196,200   DSC Communications Corporation* .............            7,234,875
     25,000   DSP Communications, Inc.* ...................            1,090,625
    452,550   Glenayre Technologies Inc.* .................           28,171,238
    116,500   Mobile Telecommunications
              Technologies Corp.* .........................            2,490,188
    240,000   Network Equipment Technologies, Inc.*+ ......            6,570,000
     45,000   Premisys Communications Inc.* ...............            2,520,000
    424,200   Tellabs, Inc.* ..............................           15,695,400
    188,500   U.S. Robotics Corp.* ........................           16,540,875
                                                                     -----------
                                                                     111,685,626
                                                                     -----------
              COMPUTER RELATED &
                BUSINESS EQUIPMENT--11.1%
    376,400   Altera Corporation* .........................           18,725,900
    656,850   Bay Networks Inc.* ..........................           27,012,956
     60,000   Cisco Systems, Inc.* ........................            4,477,500
    274,000   Dell Computer Corporation* ..................            9,487,250
    335,000   Digital Equipment Corporation* ..............           21,481,875
    513,300   Gandalf Technologies Inc.* ..................            8,726,100
    142,500   Komag, Incorporated* ........................            6,572,813
    113,700   Teltrend, Inc.* .............................            5,315,475
    160,000   3 Com Corp.* ................................            7,460,000
                                                                     -----------
                                                                     109,259,869
                                                                     -----------
              COMPUTER SOFTWARE--9.0%
     20,000   Broderbund Software Inc.*+ ..................            1,215,000
      2,500   CBT Group ADS* ..............................              132,500
    105,000   Computron Software, Inc.* ...................            1,890,000
    236,000   Comshare, Incorporated* .....................            6,136,000
    100,000   Dendrite International Inc.* ................            1,800,000
    488,600   Electronics For Imaging Inc.* ...............           21,376,250
     60,000   EPIC Design Technology, Inc.* ...............            1,260,000
    105,000   Hyperion Software Corp.* ....................            2,231,250
     40,000   Inference Corp. CI. A.* .....................              760,000
    631,000   Informix Corporation* .......................           18,930,000
    150,000   INSO Corp.*+ ................................            6,375,000
     78,000   Maxis, Inc.*+ ...............................            2,964,000
    130,700   Medic Computer Systems Inc.* ................            7,907,350
     35,000   Parametric Technology Corporation* ..........            2,327,500
    317,600   S3 Incorporated*+ ...........................            5,597,700
    218,500   Softkey International Inc.*+ ................            5,052,813
     50,000   Symantec Corp.* .............................            1,162,500
    100,000   Tracor Inc.* ................................            1,450,000
                                                                     -----------
                                                                      88,567,863
                                                                     -----------
              COMPUTER TECHNOLOGY--4.1%
    375,000   Adaptec, Inc.* ..............................           15,375,000
    145,000   ADFlex Solutions, Inc.*+ ....................            3,878,750
    233,300   C.P. Clare Corporation* .....................            4,782,650
    551,400   General Datacomm Industries, Inc.* ..........            9,442,725
    165,000   Pinnacle Systems, Inc.*+ ....................            4,083,750
     65,100   Sanmina Corporation*+ .......................            3,377,063
                                                                     -----------
                                                                      40,939,938
                                                                     -----------
<PAGE>
              CONSUMER PRODUCTS--1.3%
     75,000   G&K Services, Inc. Cl. A ....................            1,912,500
    328,000   Oakley, Inc.* ...............................           11,152,000
                                                                     -----------
                                                                      13,064,500
                                                                     -----------

              FINANCIAL SERVICES--2.3%
     83,100   Advanta Corp., Class B ......................            3,022,763
     60,000   AMRESCO, Inc. ...............................              765,000
    281,000   Money Store, Inc.+ ..........................            4,390,625
    206,500   Oxford Resources Corp. Cl. A.* ..............            4,646,250
    467,400   Schwab (Charles) Corporation (The)+ .........            9,406,425
                                                                     -----------
                                                                      22,231,063
                                                                     -----------

              HEALTHCARE--20.8%
    268,200   Apria Healthcare Group Inc.* ................            7,576,650
    649,100   Biochem Pharma Inc.*+ .......................           26,045,138
     40,000   Cardinal Health, Inc. .......................            2,190,000
    134,000   CompDent Corp.*+ ............................            5,561,000
    102,500   Fuisz Technologies Ltd.*+ ...................            1,563,125
    230,000   Gliatech, Inc.* .............................            1,926,250
    218,700   HBO & Company ...............................           16,757,888
    196,650   Health Management Associates, Inc. Cl. A.* ..            5,137,481
    512,800   Healthsource, Inc.* .........................           18,460,800



 
                                      F-4
<PAGE>

THE ALGER AMERICAN FUND
ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO
SCHEDULE OF INVESTMENTS--DECEMBER 31, 1995 (Cont'd)


- --------------------------------------------------------------------------------

              HEALTHCARE (CONTINUED)
    210,500   Hologic, Inc.* ..............................          $ 8,630,500
     65,000   I-Stat Corp.*+ ..............................            2,112,500
     25,000   IDEXX Laboratories Inc.* ....................            1,175,000
     35,000   IMNET Systems, Inc.*+ .......................              840,000
    353,000   Lincare Holdings, Inc.*+ ....................            8,825,000
    498,200   Liposome Company Inc.*+ .....................            9,964,000
    337,000   Medpartners/Mullikin, Inc.*+ ................           11,121,000
    100,000   Matrix Pharmaceuticals, Inc.* ...............            1,875,000
    200,000   Metra Biosystems, Inc.*+ ....................            3,450,000
      5,300   Nellcor Puritan Bennett Inc.* ...............              307,400
     90,000   Neuromedical Systems, Inc.*+ ................            1,811,250
    235,300   Omnicare, Inc.+ .............................           10,529,675
    216,500   Oxford Health Plans, Inc.*+ .................           15,993,938
     50,000   Perclose, Inc.* .............................              956,250
    254,800   PhyCor Inc.*+ ...............................           12,883,452
     55,000   Physicians Sales & Service, Inc.* ...........            1,567,500
     89,000   Quintiles Transnational Corp.* ..............            3,649,000
     75,000   Steris Corp.* ...............................            2,418,750
    172,500   Summit Technology Inc.*+ ....................            5,821,875
    158,600   Sybron International Corp.* .................            3,766,750
    264,600   Target Therapeutics, Inc.* ..................           11,311,650
                                                                     -----------
                                                                     204,228,822
                                                                     -----------

              POLLUTION CONTROL--2.5%
    100,000   Continential Waste Industries, Inc.*+ .......            1,162,500
    350,900   United Waste Systems, Inc.* .................           13,071,025
    525,800   USA Waste Service, Inc.* ....................            9,924,475
                                                                     -----------
                                                                      24,158,000
                                                                     -----------

              RESTAURANTS &
                LODGING--5.5%
    180,400   Apple South, Inc. ...........................            3,878,600
     86,800   Applebee's International, Inc. ..............            1,974,700
    201,700   Boston Chicken, Inc.*+ ......................            6,479,613
    508,400   Landry's Seafood Restaurants, Inc.*+ ........            8,674,829
    580,500   Lone Star Steakhouse & Saloon, Inc.*+ .......           22,276,688
    192,000   O'Charley's Inc.* ...........................            2,832,000
    211,000   Outback Steakhouse, Inc.*+ ..................            7,569,625
                                                                     -----------
                                                                      53,686,055
                                                                     -----------



              RETAILING--5.7%
    149,000   CompUSA Inc.*+ ..............................            4,637,625
    155,500   The Gap, Inc. ...............................            6,531,000
    178,000   Gucci Group NV*+ ............................            6,919,750
    158,000   Global DirectMail Corp.*+ ...................            4,345,000
    159,750   Guest Supply Inc.*+ .........................            3,614,344
    417,650   OfficeMax, Inc.* ............................            9,344,919
     96,800   Talbots,Inc.+ ...............................            2,783,000
    297,000   Viking Office Products, Inc.*+ ..............           13,810,500
    245,000   Williams-Sonoma, Inc.*+ .....................            4,532,500
                                                                     -----------
                                                                      56,518,638
                                                                     -----------

              SEMICONDUCTORS--8.0%
    180,000   LSI Logic Corporation* ......................            5,895,000
    375,000   Linear Technology Corporation ...............           14,718,750
    818,800   Maxim Integrated Products, Inc.* ............           31,523,800
    612,125   Microchip Technology Incorporated* ..........           22,342,563
    297,700   TriQuint Semiconductor, Inc.* ...............            4,018,950
     35,000   Zoran Corp.*+ ...............................              726,250
                                                                     -----------
                                                                      79,225,313
                                                                     -----------

              SEMICONDUCTORS CAPITAL
                EQUIPMENT--2.1%
    106,700   ASM Lithography Holdings NV* ................            3,547,775
     89,000   Electroglas, Inc.*+ .........................            2,180,500
    267,250   GaSonics International Corp.* ...............            3,607,875
     50,000   PRI Automation, Inc.*+ ......................            1,756,250
     65,700   Semitool, Inc.* .............................              854,100
    171,000   Silicon Valley Group, Inc.* .................            4,317,750
    200,000   Tencor Instruments*+ ........................            4,875,000
                                                                     -----------
                                                                      21,139,250
                                                                     -----------

              MISCELLANEOUS--.1%
     30,000   COREStaff, Inc.*.............................            1,095,000
                                                                     -----------
              TOTAL COMMON STOCKS
              (COST $666,437,434)..........................          907,705,426
                                                                     -----------


                                      F-5
<PAGE>


THE ALGER AMERICAN FUND
ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO
SCHEDULE OF INVESTMENTS--DECEMBER 31, 1995 (Cont'd)


   PRINCIPAL  SHORT-TERM INVESTMENTS-21.1%                              VALUE
    AMOUNT    SHORT-TERM CORPORATE NOTES-8.4%                          -------
   --------
$   254,000   American Honda Finance Corp.,
                5.75%, 2/8/96 .............................          $   252,458
 12,500,000   Anchor Funding Corp.,
                5.90%, 1/3/96(a) ..........................           12,495,903
 12,500,000   Barnett Banks, Inc.,
                5.85%, 1/10/96 ............................           12,481,719
 10,000,000   Countrywide Funding Corp.,
                5.77%, 1/4/96 .............................            9,995,192
              Philip Morris Cos. Inc.,
  2,946,000     5.70%, 1/4/96 .............................            2,944,601
  3,400,000     5.65%, 1/8/96 .............................            3,396,265
  6,600,000     5.62%, 1/9/96 .............................            6,591,757
  1,800,000   Sotheby's Inc.,
                5.80%, 1/29/96 ............................            1,791,880
 12,500,000   Transamerica Finance Corp.,
                5.81%, 1/2/96 .............................           12,497,982
 10,000,000   Triple-A One Funding Corp.,
                5.85%, 1/5/96(a) ..........................            9,993,500
 10,000,000   United Parcel Service Of America Inc.,
                5.85%, 1/4/96 .............................            9,995,125
                                                                     -----------

              TOTAL SHORT-TERM CORPORATE NOTES
              (COST $82,436,382 )                                     82,436,382
                                                                     -----------


            SECURITIES HELD UNDER
             REPURCHASE AGREEMENTS--   12.7%
            Securities Held Under Repurchase
             Agreements, 5.80%-6.00%,
             1/2/96, with Bear, Stearns & Co.
             Inc., dtd 12/29/95, repurchase price
             $125,135,400; collateralized by
             U.S. Treasury Bonds and
             U.S. Treasury Strips (par value
             $442,154,000, due 8/15/05-8/15/23) ..........         $ 125,052,300
                                                                   -------------

            TOTAL SHORT-TERM INVESTMENTS
              (COST $207,488,682) ........................           207,488,682
                                                                   -------------

TOTAL INVESTMENTS
  (COST $873,926,116)(B) ......................      113.3%        1,115,194,108
  Liabilities in Excess Of Other Assets .......      (13.3)        (130,981,960)
                                                     ------         ------------
NET ASSETS ....................................      100.0%        $ 984,212,148
                                                     ======         ============





- --------------------------------------------------------------------------------
  *  Non-income producing security.
  +  Securities partially or fully on loan.

(a)  Pursuant to Securities and Exchange  Commission Rule 144A, these securities
     may be sold prior to their maturity only to qualified institutional buyers.

(b)  AtDecember 31, 1995, the net unrealized appreciation on investments,  based
     on cost for  federal  income tax  purposes  of  $873,926,116,  amounted  to
     $241,267,992 which consisted of aggregate gross unrealized  appreciation of
     $262,127,949 and aggregate gross unrealized depreciation of $20,859,957.
                    


                        See Notes to Financial Statements

                                      F-6
<PAGE>



THE ALGER AMERICAN FUND
ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO
FINANCIAL HIGHLIGHTS

FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD

- -------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                                        YEAR ENDED DECEMBER 31,
                                             ------------------------------------------------------
                                                1995       1994      1993        1992        1991
- ---------------------------------------------------------------------------------------------------
<S>                                          <C>         <C>        <C>         <C>             <C>
  Net asset value, beginning of year .....   $ 27.31     $ 30.88    $  27.26    $  26.79   $  17.02
- ---------------------------------------------------------------------------------------------------
  Net investment income (loss) ...........     (0.09)      (0.03)(i)   (0.06)      (0.06)     (0.03)
  Net realized and unrealized gain
    (loss) on investments ................     12.19       (1.45)       3.67        0.91       9.82
- ---------------------------------------------------------------------------------------------------
      Total from investment operations ...     12.10       (1.48)       3.62        0.85       9.79
- ---------------------------------------------------------------------------------------------------
  Dividends from net investment income ...        --          --          --          --      (0.02)
  Distributions from net realized gains ..        --       (2.09)         --       (0.38)        --
- ---------------------------------------------------------------------------------------------------
      Total Distributions ................        --       (2.09)         --       (0.38)     (0.02)
- ---------------------------------------------------------------------------------------------------
  Net asset value, end of year ...........   $ 39.41  $    27.31    $  30.88    $  27.26   $  26.79
===================================================================================================
  Total Return ...........................     44.31%     (4.38%)      13.28%      3.55%     57.54%
===================================================================================================
  Ratios and Supplemental Data:
    Net assets, end of year (000's omitted)  $984,212   $397,037    $238,850    $135,718   $ 56,798
===================================================================================================
    Ratio of expenses to average net assets     0.92%      0.96%       1.03%        .98%      1.06%
===================================================================================================
    Ratio of net investment income (loss) to
      average net assets .................     (0.48%)    (0.10%)     (0.35%)     (0.37%)     (0.12%)
====================================================================================================
    Portfolio Turnover Rate ..............     80.66%     17.61%     148.07%      108.06%    125.90%
====================================================================================================
(i) Amount was computed based on average shares outstanding during the period.

</TABLE>











                       See Notes to Financial Statements




                                      F-7

<PAGE>

THE ALGER AMERICAN FUND
ALGER AMERICAN INCOME AND GROWTH PORTFOLIO
SCHEDULE OF INVESTMENTS--DECEMBER 31, 1995


- --------------------------------------------------------------------------------


   SHARES   COMMON STOCKS--88.2%                                       VALUE
   ------                                                              -----

            BUILDING &
            CONSTRUCTION--4.5%
    3,600   Continental Homes Holding Corp.+ ......................  $    88,650
    9,000   Pulte Corp ............................................      302,625
                                                                     -----------
                                                                         391,275
                                                                     -----------

            COMPUTER RELATED &
            BUSINESS EQUIPMENT--18.2%
    5,600   Altera Corporation* ...................................      278,600
    7,100   Bay Networks Inc.* ....................................      291,988
    3,900   Cisco Systems, Inc.* ..................................      291,038
    4,700   Digital Equipment Corporation* ........................      301,388
    8,800   3 Com Corp.* ..........................................      410,300
                                                                     -----------
                                                                       1,573,314
                                                                     -----------

            COMPUTER SOFTWARE--3.4%
    9,900   Informix Corporation* .................................      297,000
                                                                     -----------

            DEFENSE--7.0%
    3,850   Lockheed Martin Corporation ...........................      304,150
    3,300   McDonnell Douglas Corporation .........................      303,600
                                                                     -----------
                                                                         607,750
                                                                     -----------

            FINANCIAL SERVICES--7.2%
    4,837   First Data Corporation ................................      323,474
    5,800   Merrill Lynch & Co., Inc. .............................      295,800
                                                                     -----------
                                                                         619,274
                                                                     -----------

            HEALTHCARE--24.5%
    5,600   Cardinal Health, Inc. .................................      306,600
    5,900   Columbia/HCA Healthcare Corporation ...................      299,425
    5,300   Lilly (Eli) Co. .......................................      298,125
    5,300   Medtronic, Inc. .......................................      296,138
    4,600   Merck & Co., Inc. .....................................      302,450
    6,900   Omnicare, Inc.+ .......................................      308,775
    5,500   SmithKline Beecham PLC ADS+ ...........................      305,250
                                                                     -----------
                                                                       2,116,763
                                                                     -----------

            INSURANCE--7.2%
    3,200   American International Group ..........................      296,000
    5,100   Travelers Group Inc. ..................................      320,663
                                                                     -----------
                                                                         616,663
                                                                     -----------


            MANUFACTURING--4.1%
    8,850   Precision Castparts Corp.+ ............................      351,788
                                                                     -----------

            SEMICONDUCTORS--8.3%
    2,500   Linear Technology Corporation .........................       98,125
    8,100   Maxim Integrated Products, Inc.* ......................      311,850
    8,300   Microchip Technology Incorporated*+ ...................      302,950
                                                                     -----------
                                                                         712,925
                                                                     -----------

            MISCELLANEOUS--3.8%
    7,500   Service Corporation International .....................     330,000
                                                                     -----------

            TOTAL COMMON STOCKS
              (COST $6,252,431) ...................................    7,616,752
                                                                     -----------

<PAGE>

 Principal         SHORT-TERM INVESTMENTS--365.9%
  Amount           SHORT-TERM CORPORATE NOTES--127.1%
- -----------
$ 1,500,000        AT&T Corp.,
                     5.78%, 1/2/96 ...............................     1,499,759
  1,750,000        American Honda Finance Corp.,
                     5.75%, 2/8/96 ...............................     1,739,378
  1,500,000        Anheuser-Busch Companies Inc.,
                     5.85%, 1/3/96 ...............................     1,499,513
  1,500,000        Bridgestone/Firestone Inc.,
                     6.08%, 1/4/96 ...............................     1,499,240
  1,750,000        Mitsui & Co., (USA) Inc.,
                     5.68%, 1/26/96 ..............................     1,743,097
  1,500,000        Philip Morris Cos. Inc.,
                     5.92%, 1/3/96 ...............................     1,499,504
  1,500,000        Spiegel Funding Corp.,
                     6.00%, 1/2/96 ...............................     1,499,750
                                                                     -----------

            TOTAL SHORT-TERM CORPORATE NOTES
              (COST $10,980,241) .................................    10,980,241
                                                                     -----------


            SHORT-TERM U.S. GOVERNMENT
              OBLIGATIONS--218.8%
19,000,000  U.S. Treasury Bills, 4.45%, 2/8/96
              (Cost $18,910,753) .................................    18,910,753
                                                                     -----------

            SECURITIES HELD
              UNDER REPURCHASE
              AGREEMENTS--20.0%
            Securities Held Under Repurchase
             Agreements, 5.80%-6.00%, 1/2/96,
             with Bear, Stearns & Co. Inc., dtd 12/29/95,
             repurchase price $1,726,553; collateralized
             by  U.S. Treasury Strips (par value
             $4,355,000, due 2/15/11) ............................     1,725,424
                                                                     -----------

            TOTAL SHORT-TERM INVESTMENTS
              (COST $31,616,418) ................................     31,616,418
                                                                     -----------


TOTAL INVESTMENTS
  (COST $37,868,849)(A) ....................            454.1%        39,233,170

Liabilities in Excess Of Other Assets                  (354.1)      (30,593,711)
                                                        -----       ------------
NET ASSETS .................................            100.0%      $  8,639,459
                                                        =====       ============

  *  Non-income producing security.
  +  Securities partially or fully on loan.
(a)  AtDecember 31, 1995, the net unrealized appreciation on investments,  based
     on costs for  federal  income tax  purposes  of  $37,868,849,  amounted  to
     $1,364,321  which consisted of aggregate gross  unrealized  appreciation of
     $1,417,926 and aggregate gross unrealized depreciation of $53,605.

                       See Notes to Financial Statements



                                      F-8
<PAGE>


THE ALGER AMERICAN FUND
ALGER AMERICAN INCOME AND GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS

FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>



                                                                        YEAR ENDED DECEMBER 31,
                                                         ----------------------------------------------------
                                                          1995        1994        1993        1992      1991
- -------------------------------------------------------------------------------------------------------------
<S>                                                      <C>         <C>        <C>         <C>       <C>    
  Net asset value, beginning of year                     $ 13.30     $ 15.31    $ 13.93     $ 13.08   $ 10.67
- -------------------------------------------------------------------------------------------------------------
  Net investment income                                     0.11(i)     0.17       0.07        0.08      0.09
  Net realized and unrealized gain
    (loss) on investments                                   4.54       (1.47)      1.37        1.02      2.41
- -------------------------------------------------------------------------------------------------------------
      Total from investment operations                      4.65       (1.30)      1.44        1.10      2.50
- -------------------------------------------------------------------------------------------------------------
  Dividends from net investment income                     (0.16)      (0.15)     (0.06)      (0.12)    (0.09)
  Distributions from net realized gains                       --       (0.56)        --       (0.13)       --
- -------------------------------------------------------------------------------------------------------------
      Total Distributions                                  (0.16)      (0.71)     (0.06)      (0.25)    (0.09)
- -------------------------------------------------------------------------------------------------------------
  Net asset value, end of year                           $ 17.79     $ 13.30    $ 15.31     $ 13.93   $ 13.08
=============================================================================================================
  Total Return                                            35.13%      (8.28%)    10.34%       8.64%    23.51%
=============================================================================================================
  Ratios and Supplemental Data:
    Net assets, end of year (000's omitted)           $    8,639    $ 29,135   $ 31,895     $ 8,671   $ 2,663
=============================================================================================================
    Ratio of expenses to average net assets                 .75%        .75%       .97%       1.25%     1.25%
=============================================================================================================
    Decrease reflected in above expense ratios
      due to expense reimbursements                           --          --         --       0.01%     0.66%
=============================================================================================================
    Ratio of net investment income to average
      net assets                                           0.61%       1.22%      1.51%       1.62%     2.54%
=============================================================================================================
    Portfolio Turnover Rate                              164.05%     177.97%    105.80%     100.62%    61.11%
=============================================================================================================
(i) Amount was computed based on average shares outstanding during the period.

</TABLE>


                       See Notes to Financial Statements


                                      F-9

<PAGE>


THE ALGER AMERICAN FUND
ALGER AMERICAN BALANCED PORTFOLIO
SCHEDULE OF INVESTMENTS--DECEMBER 31, 1995
- --------------------------------------------------------------------------------
  
   
   SHARES  COMMON STOCKS--47.1%                                        VALUE
   ------                                                              -----
    

           BUILDING & CONSTRUCTION--2.2%
   3,750   Clayton Homes, Inc. .........................             $    80,156
                                                                     -----------
           COMPUTER RELATED &
           BUSINESS EQUIPMENT--15.6%
   1,900   Altera Corporation* .........................                  94,525
   2,350   Bay Networks Inc.* ..........................                  96,644
   1,300   Cisco Systems, Inc.* ........................                  97,013
   2,800   Dell Computer Corporation* ..................                  96,950
   1,600   Digital Equipment Corporation* ..............                 102,600
   1,800   3 Com Corp.* ................................                  83,925
                                                                     -----------
                                                                         571,657
                                                                     -----------
           COMPUTER SOFTWARE--2.7%
   3,300   Informix Corporation* .......................                  99,000
                                                                     -----------
           DEFENSE--2.7%
   1,241   Lockheed Martin Corp. .......................                  98,039
                                                                     -----------

           FINANCIAL SERVICES--2.8%
   1,513   First Data Corporation ......................                 101,182
                                                                     -----------

           HEALTHCARE--10.5%
   1,900   Cardinal Health, Inc. .......................                 104,025
   2,000   Columbia/HCA Healthcare Corporation .........                 101,500
   1,500   Merck & Co., Inc. ...........................                  98,625
   1,100   Oxford Health Plans, Inc.* ..................                  81,263
                                                                     -----------
                                                                         385,413
                                                                     -----------
           INSURANCE--2.5%
   1,000   American International Group ................                  92,500
                                                                     -----------

           RESTAURANTS & LODGING--2.7%
   2,600   Lone Star Steakhouse & Saloon, Inc.* ........                  99,775
                                                                     -----------

           RETAILING--2.6%
   2,300   The Gap, Inc. ...............................                  96,600
                                                                     -----------
           SEMICONDUCTORS--2.8%
   2,700   Maxim Intergrated Products, Inc.* ...........                 103,950
                                                                     -----------

            TOTAL COMMON STOCK
              (COST $1,360,879)                                        1,728,272
                                                                     -----------
PRINCIPAL
  AMOUNT    CORPORATE BONDS--11.7%
- ---------
            AUTOMOTIVE--5.9%
$200,000    Ford Motor Credit Corp.,
              7.75%, 11/15/02 ..........................             $  217,912
                                                                     ----------

            FINANCIAL SERVICES--2.9%
 100,000    Associates Corp. of North America
              7.50%, 4/15/02 ...........................                 107,710
                                                                     -----------

            INSURANCE--2.9%
 100,000    Travelers Inc.,
              7.75%, 6/15/99 ...........................                105,644
                                                                     -----------

            TOTAL CORPORATE BONDS
              (COST $403,681) ..........................                 431,266
                                                                     -----------
            U.S. GOVERNMENT AND
              AGENCY OBLIGATIONS--30.0%
 200,000    U.S. Treasury Notes, 7.50%, 10/31/99 .......                 214,750
 200,000    U.S. Treasury Notes, 7.50%, 5/15/02 ........                 221,906
 200,000    U.S. Treasury Bonds, 7.625%, 11/15/22 ......                 241,562
 200,000    Federal Home Loan Mortgage Corp.,
              8.20%, 1/16/98 ...........................                 205,812
 200,000    Federal National Mortgage Association,
              8.50%, 2/1/05 ............................                 219,126
                                                                     -----------

            TOTAL U.S. GOVERNMENT & AGENCY
              OBLIGATIONS (COST $989,251)                              1,103,156
                                                                     -----------


<PAGE>
            SHORT-TERM INVESTMENTS--271.0%
            SHORT-TERM CORPORATE NOTES--122.5%
 500,000    Anheuser-Busch Companies Inc.,
              5.85%,1/3/96 .............................                 499,838
 500,000    AT&T Corp.,
              5.78%, 1/2/96 ............................                 499,920
 500,000    Bridgestone/Firestone Inc.,
              6.08%, 1/4/96 ............................                 499,747
 500,000    Dupont (E.I.) De Nemours & Co.,
              5.95%, 1/5/96 ............................                 499,669
 500,000    GTE California Inc.,
              5.92%, 1/5/96 ............................                 499,671
 500,000    Mitsui & Co., (USA) Inc.,
              5.68%, 1/26/96 ...........................                 498,028
 500,000    PHH Corp.,
              5.95%, 1/2/96 ............................                 499,917
 500,000    Philip Morris Cos. Inc.,
              5.92%, 1/3/96 ............................                 499,835
 500,000    Spiegel Funding Corp.,
              6.00%, 1/2/96 ............................                 499,917
                                                                     -----------

            TOTAL SHORT-TERM CORPORATE NOTES
              (COST $4,496,542) ........................               4,496,542
                                                                     -----------


                                      F-10
<PAGE>

THE ALGER AMERICAN FUND
ALGER AMERICAN BALANCED PORTFOLIO
SCHEDULE OF INVESTMENTS--DECEMBER 31, 1995 (Cont'd)
- --------------------------------------------------------------------------------


            SHORT-TERM
              U.S. GOVERNMENT
              OBLIGATIONS--135.6%
$5,000,000  U.S. Treasury Bills, 4.45%, 2/8/96 .........            $  4,976,512
                                                                    ------------
              (COST $4,976,512)

            SECURITIES HELD UNDER
              REPURCHASE
              AGREEMENTS--12.9%
            Securities Held Under Repurchase
              Agreements, 5.80%, 1/2/96,
              with Bear, Stearns & Co. Inc., dtd
              12/29/95, repurchase price $474,547;
              collateralized by U.S. Treasury Bonds
              (par value $2,500,000, due
              2/15/23) .................................                474,242
                                                                   ------------

            TOTAL SHORT-TERM INVESTMENTS
              (COST $9,947,296) .......................               9,947,296
                                                                   ------------

TOTAL INVESTMENTS
  (COST $12,701,107)(a)                                     359.8%   13,209,990

Liabilities in Excess Of Other Assets                      (259.8)   (9,538,821)
                                                           ------    ----------
NET ASSETS                                                  100.0%  $ 3,671,169
                                                           ======   ===========
- -------------------------------------------------------------------------------

  *  Non-income producing security.
(a)  AtDecember 31, 1995, the net unrealized appreciation on investments,  based
     on cost for  federal  income  tax  purposes  of  $12,701,107,  amounted  to
     $508,883 which  consisted of aggregate  gross  unrealized  appreciation  of
     $522,176 and aggregate gross unrealized depreciation of $13,293.


                        See Notes to Financial Statements

                                      F-11
<PAGE>



THE ALGER AMERICAN FUND
ALGER AMERICAN BALANCED PORTFOLIO (I)
FINANCIAL HIGHLIGHTS

FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                                                    YEAR ENDED DECEMBER 31,
                                                      ------------------------------------------------------------------------------
                                                         1995             1994             1993           1992          1991
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>              <C>                <C>            <C>            <C>    
   Net asset value, beginning of year                  $   10.80        $   11.58          $ 10.77        $ 10.02        $ 10.01
- ------------------------------------------------------------------------------------------------------------------------------------
   Net investment income                                    0.33(ii)         0.20             0.15           0.22           0.45
   Net realized and unrealized gain
     (loss) on investments                                  2.73            (0.70)            0.69           0.72           0.01
- ------------------------------------------------------------------------------------------------------------------------------------
       Total from investment operations                     3.06            (0.50)            0.84           0.94           0.46
- ------------------------------------------------------------------------------------------------------------------------------------
   Dividends from net investment income                    (0.22)           (0.13)           (0.03)         (0.19)         (0.45)
   Distributions from net realized gains                      --            (0.15)              --             --             --
- ------------------------------------------------------------------------------------------------------------------------------------
       Total Distributions                                 (0.22)           (0.28)           (0.03)         (0.19)         (0.45)
- ------------------------------------------------------------------------------------------------------------------------------------
   Net asset value, end of year                        $   13.64        $   10.80          $ 11.58        $ 10.77        $ 10.02
====================================================================================================================================
   Total Return                                           28.62%           (4.27%)           7.79%          9.48%          4.70%
====================================================================================================================================
   Ratios and Supplemental Data:
     Net assets, end of year (000's omitted)           $   3,671         $ 10,394          $ 7,848        $ 4,009        $ 1,487
====================================================================================================================================
     Ratio of expenses to average net assets               1.00%            1.08%            1.25%          1.25%          1.25%
====================================================================================================================================
     Decrease reflected in above expense ratios
       due to expense reimbursements                          --               --            0.19%          0.42%          1.37%
====================================================================================================================================
     Ratio of net investment income to average
       net assets                                          2.49%            2.30%            2.05%          1.99%          4.22%
====================================================================================================================================
     Portfolio Turnover Rate                             113.02%           78.80%           85.46%         15.27%             --
====================================================================================================================================
</TABLE>

 (i) Prior to October 1, 1992, the American Balanced Portfolio was the American
     Fixed Income Portfolio.
(ii) Amount was computed based on average shares outstanding during the period.

                       See Notes to Financial Statements

                                      F-12
<PAGE>


THE ALGER AMERICAN FUND
ALGER AMERICAN MIDCAP GROWTH PORTFOLIO
SCHEDULE OF INVESTMENTS--DECEMBER 31, 1995
- --------------------------------------------------------------------------------
     Shares       COMMON STOCKS--91.6%                                Value     
     ------                                                           -----
                  APPAREL--.9%                                 
     38,000       Tommy Hilfiger Corporation* .............     $     1,610,250
                                                                ---------------
                                                               
                  BIO-TECHNOLOGY--2.2%                         
     42,300       Centocor, Inc.* .........................           1,306,012
     45,100       Genzyme Corp.--General Division* ........           2,813,113
                                                                ---------------
                                                                      4,119,125
                                                                ---------------
                                                               
                  BUILDING AND                                 
                    CONSTRUCTION--2.6%                         
    118,025       Clayton Homes, Inc. .....................           2,522,783
     68,500       Pulte Corp. .............................           2,303,313
                                                                ---------------
                                                                      4,826,096
                                                                ---------------
                                                                
                  COMMUNICATIONS--8.9%                          
     30,000       America Online, Inc.*+ ..................           1,125,000
     60,000       Ascend Communications, Inc.* ............           4,867,500
     47,800       DSC Communications Corporation* .........           1,762,625
     54,050       Glenayre Technologies Inc.* .............           3,364,612
     64,000       Tellabs, Inc.* ..........................           2,368,000
     33,600       U.S. Robotics Corp.* ....................           2,948,400
                                                                ---------------
                                                                     16,436,137
                                                                ---------------
                                                               
                  COMPUTER RELATED &                           
                    BUSINESS EQUIPMENT--13.3%                  
     99,900       Altera Corporation* .....................           4,970,025
    104,850       Bay Networks Inc.* ......................           4,311,955
    101,300       Dell Computer Corporation* ..............           3,507,512
     50,000       Digital Equipment Corporation* ..........           3,206,250
     74,000       Seagate Technology*+ ....................           3,515,000
     45,000       3 Com Corp.* ............................           2,098,125
     97,200       Xilinx Inc.* ............................           2,964,600
                                                                ---------------
                                                                     24,573,467
                                                                ---------------
                                                                
                  COMPUTER SOFTWARE--4.9%                       
     40,000       Broderbund Software, Inc.*+ .............           2,430,000
     10,000       Computron Software, Inc.* ...............             180,000
     50,000       Electronics For Imaging Inc.* ...........           2,187,500
     54,000       Informix Corporation* ...................           1,620,000
    113,100       Softkey International Inc.*+ ............           2,615,437
                                                                ---------------
                                                                      9,032,937
                                                                ---------------
                                                               
                  COMPUTER TECHNOLOGY--1.4%                    
     35,000       Adaptec, Inc.* ..........................           1,435,000
     64,000       General Datacomm Industries, Inc.* ......           1,096,000
                                                                ---------------
                                                                      2,531,000
                                                                ---------------
                                                               
                  CONSUMER PRODUCTS--2.6%                      
     70,500       CUC International Inc.* .................           2,405,813
     70,200       Oakley, Inc.* ...........................           2,386,800
                                                                ---------------
                                                                      4,792,613
                                                                ---------------
                                                               
     
                  FINANCIAL SERVICES--4.8%                     
     50,000       Advanta Corp., Class B ..................           1,818,750
     55,506       First Data Corporation ..................           3,711,964
    167,500       Money Store, Inc.+ ......................           2,617,188
     40,000       Schwab (Charles) Corporation (The)+ .....             805,000
                                                                ---------------
                                                                      8,952,902
                                                                ---------------
                                                               
                  HEALTHCARE--20.5%     
     52,100       Apria Healthcare Group Inc.* ............           1,471,825
    145,600       Biochem Pharma Inc.*+ ...................           5,842,200
     30,000       Boston Scientific Corporation* ..........           1,470,000
     96,100       Cardinal Health, Inc. ...................           5,261,475
     33,750       Health Management Associates, Inc.* .....             881,719
    158,800       Healthsource, Inc.* .....................           5,716,800
     45,000       IDEXX Laboratories Inc.* ................           2,115,000
    135,000       Liposome Company Inc.*+ .................           2,700,000
     66,500       MedPartners/Mullikin, Inc.*+ ............           2,194,500
     21,500       Nellcor Puritan Bennett Inc.*+ ..........           1,247,000
     40,700       Oxford Health Plans, Inc.* ..............           3,006,713
    119,550       Summit Technology Inc.*+ ................           4,034,813
     30,000       United Healthcare Corporation ...........           1,965,000
                                                                ---------------
                                                                     37,907,045
                                                                ---------------
                                                               

<PAGE>
                  LEISURE &                                    
                    ENTERTAINMENT--.5%                         
     27,000       Mirage Resorts, Incorporated* ...........             931,500
                                                                ---------------
                                                               
                  POLLUTION CONTROL--3.1% .................    
     91,300       United Waste Systems, Inc.* .............           3,400,925
    127,700       USA Waste Services, Inc.* ...............           2,410,338
                                                                ---------------
                                                                      5,811,263
                                                                ---------------
                                                               
                  RESTAURANTS &                                
                    LODGING--5.6%                              
     78,700       Boston Chicken Inc.*+ ...................           2,528,238
    144,300       Lone Star Steakhouse & Saloon, Inc.* ....           5,537,513
     63,500       Outback Steakhouse, Inc.* ...............           2,278,062
                                                                ---------------
                                                                     10,343,813
                                                                ---------------
                                                               
                  RETAILING--9.5%                              
     40,600       Cintas Corp. ............................           1,806,700
     82,400       CompUSA Inc.*+ ..........................           2,564,700
     45,000       The Gap, Inc. ...........................           1,890,000
     90,000       Global DirectMail Corp.* ................           2,475,000
     25,000       Gucci Group NV*+ ........................             971,875
    240,200       OfficeMax, Inc.* ........................           5,374,475
     56,400       Viking Office Products Inc.* ............           2,622,600
                                                                ---------------
                                                                     17,705,350
                                                                ---------------
                                                               


                                      F-13
<PAGE>

                                                         

THE ALGER AMERICAN FUND
ALGER AMERICAN MIDCAP GROWTH PORTFOLIO
SCHEDULE OF INVESTMENTS--DECEMBER 31, 1995 (Cont'd)
- --------------------------------------------------------------------------------

     Shares       COMMON STOCKS (Continued)                           Value
     ------                                                           -----
                  SEMICONDUCTORS--7.1%                         
     58,600       LSI Logic Corporation* ..................     $     1,919,150
     80,000       Linear Technology Corporation ...........           3,140,000
    151,800       Maxim Integrated Products, Inc.* ........           5,844,300
     65,000       Microchip Technology Incorporated* ......           2,372,500
                                                                ---------------
                                                                     13,275,950
                                                                ---------------
                                                               
                  SEMICONDUCTORS                                
                    CAPITAL EQUIPMENT--.9%                      
     35,000       ASM Lithography Holdings NV* ............           1,163,750
     23,300       Silicon Valley Group, Inc.* .............             588,325
                                                                ---------------
                                                                      1,752,075
                                                                ---------------
                                                               
                  MISCELLANEOUS--2.8%                          
    119,000       Service Corporation International .......           5,236,000
                                                                ---------------
                                                               
                  TOTAL COMMON STOCKS                      
                    (COST $138,228,577) ...................         169,837,523
                                                                ---------------
                                                               
    Principal                                                  
     Amount      SHORT TERM INVESTMENTS--16.3%            
     ------                                               
                 SHORT-TERM                                    
                   CORPORATE NOTES--6.7%                        
                                                                
 $5,000,000       Barnett Banks, Inc.                          
                    5.85%, 1/10/96 ........................           4,992,688
  7,500,000       Philip Morris Cos. Inc.                      
                    5.70%, 1/04/96 ........................           7,496,437
                                                                ---------------
                                                               
                  TOTAL SHORT-TERM CORPORATE NOTES             
                    (COST $12,489,125) ....................          12,489,125
                                                                ---------------
                                                                
                  SECURITIES HELD                          
                    UNDER REPURCHASE     
                    AGREEMENTS--9.6%     
                  Securities Held Under Repurchase
                    Agreements, 5.80%-6.00%, 1/2/96,
                    with Bear, Stearns & Co. Inc., dtd
                    12/29/95, repurchase price 
                    $17,698,587; collateralized by 
                    U.S. Treasury Bonds and U.S. 
                    Treasury Strips (par value $62,675,000,
                    due 8/15/10-2/15/23) ..................          17,686,905
                                                                ---------------
                                    
                  TOTAL SHORT-TERM INVESTMENTS
                   (COST $30,176,030) .....................          30,176,030
                                                                ---------------
                                         
TOTAL INVESTMENTS                        
  (COST $168,404,607)(A)                              107.9%        200,013,553
Liabilities in Excess Of Other Assets                  (7.9)        (14,664,790)
                                                   --------     ---------------
NET ASSETS                                            100.0%        $185,348,763
                                                   ========     ================
- --------------------------------------------------------------------------------
  *  Non-income producing security.
  +  Securities partially or fully on loan.
(a)  At December 31,1995, the net unrealized appreciation on investments,  based
     on cost for  federal  income tax  purposes  of  $168,404,607,  amounted  to
     $31,608,946  which consisted of aggregate gross unrealized  appreciation of
     $35,398,742 and aggregate gross unrealized depreciation of $3,789,796.

                       See Notes to Financial Statements.



                                      F-14
<PAGE>



THE ALGER AMERICAN FUND
ALGER AMERICAN MIDCAP GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS

FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>



                                                                                                                 
                                                                                                             FROM MAY 3, 1993 
                                                                     YEAR ENDED DECEMBER 31,                 (COMMENCEMENT OF 
                                                                 -------------------------------                OPERATIONS)  
                                                                   1995                   1994            TO DECEMBER 31, 1993(I)
   <S>                                                             <C>                    <C>                     <C>    
- ------------------------------------------------------------------------------------------------------------------------------------
   Net asset value, beginning of year                              $ 13.46                $ 13.72                 $ 10.00
- ------------------------------------------------------------------------------------------------------------------------------------
   Net investment income (loss)                                      (0.03)                  0.00(ii)               (0.02)
   Net realized and unrealized gain (loss) on investments             6.01                  (0.21)                   3.88
- ------------------------------------------------------------------------------------------------------------------------------------
       Total from investment operations                               5.98                  (0.21)                   3.86
   Distributions from net realized gains                                --                  (0.05)                  (0.14)
- ------------------------------------------------------------------------------------------------------------------------------------
   Net asset value, end of year                                  $   19.44                $ 13.46                 $ 13.72
====================================================================================================================================
   Total Return                                                     44.45%                 (1.54%)                 38.67%
====================================================================================================================================
   Ratios and Supplemental Data:
     Net assets, end of year (000's omitted)                      $185,349                $62,178                 $21,301
====================================================================================================================================
     Ratio of expenses to average net assets                         0.90%                  0.97%                   1.50%
====================================================================================================================================
     Decrease reflected in above expense ratio
       due to expense reimbursements                                    --                     --                   0.03%
====================================================================================================================================
     Ratio of net investment income (loss) to average
       net assets                                                   (0.25%)                 0.03%                  (0.58%)
====================================================================================================================================
     Portfolio Turnover Rate                                       104.74%                 83.96%                  67.22%
====================================================================================================================================
</TABLE>
 (i)  Ratios have been annualized; total return has not been annualized.
(ii)  Amount was computed based on average shares outstanding during the period.


                       See Notes to Financial Statements.


                                      F-15

<PAGE>


THE ALGER AMERICAN FUND
ALGER AMERICAN LEVERAGED ALLCAP PORTFOLIO
SCHEDULE OF INVESTMENTS--DECEMBER 31, 1995
- --------------------------------------------------------------------------------
     Shares      COMMON STOCKS--95.4%                                 Value
     ------                                                           -----
                 BIO-TECHNOLOGY--11.3%
      3,500      CellPro Incorporated* ....................     $        56,000
      3,000      Centocor, Inc.* ..........................              92,625
      2,000      Cygnus Inc.* .............................              44,750
      3,400      Cytotherapeutics, Inc.* ..................              58,225
      1,200      Genzyme Corp.-General Division* ..........              74,850
      2,300      INCYTE Pharmaceuticals, Inc.* ............              57,500
      1,000      Myriad Genetics, Inc.* ...................              32,625
      2,100      Oncogene Science, Inc.* ..................              19,950
      3,000      Sepracor Inc.*+ ..........................              55,125
      3,300      VISX, Inc.* ..............................             128,700
                                                                ---------------
                                                                        620,350
                                                                ---------------
                 BUILDING & CONSTRUCTION--3.5%
      1,000      Centex Corp. ............................               34,750
      4,250      Clayton Homes Inc. ......................               90,843
      1,000      Pulte Corp. .............................               33,625
      1,100      U.S. Home Corporation* ..................               32,038
                                                                ---------------
                                                                        191,256
                                                                ---------------
                 CHEMICALS--1.5%                             
        700      Monsanto Co. ............................               85,750
                                                                ---------------
                 COMMUNICATIONS--6.0%                         
      1,300      Ascend Communications, Inc.* ............              105,463
        800      DSC Communications Corporation* .........               29,500
      2,000      DSP Communications, Inc.* ...............               87,250
        850      Glenayre Technologies Inc.* .............               52,912
      1,100      Network Equipment Technologies, Inc.* ...               30,112
        300      U.S. Robotics Corp.* ....................               26,325
                                                                --------------- 
                                                                        331,562
                                                                --------------- 
                 COMPUTER RELATED &                           
                   BUSINESS EQUIPMENT--17.3%                   
      2,300      Altera Corporation* .....................              114,425
      3,300      Bay Networks Inc.* ......................              135,713
      1,650      Cisco Systems, Inc.* ....................              123,130
      1,600      Compaq Computer Corporation* ............               76,800
      2,600      Digital Equipment Corporation* ..........              166,725
      2,000      ESS Technology, Inc.* ...................               46,000
      2,000      Network Appliance, Inc.* ................               80,250
      1,500      Teltrend, Inc.* .........................               70,125
      3,000      3 Com Corp.* ............................              139,875
                                                                ---------------
                                                                        953,043
                                                                --------------- 
                 COMPUTER SOFTWARE--7.5%                       
      2,000      Activision Inc.*+ .......................               22,000
      3,000      Comshare, Incorporated* .................               78,000
        600      Electronics For Imaging Inc.* ...........               26,250
      1,600      EPIC Design Technology, Inc.* ...........               33,600
      2,000      Inference Corp. Cl. A.* .................               38,000
      3,300      Informix Corporation* ...................               99,000
        500      Maxis, Inc.*+ ...........................               19,000

     Shares                                               
     ------                                                                   
      3,900      Softkey International Inc.*+ ............               90,187
        400      Tracor Inc.* ............................                5,800
                                                                ---------------
                                                                        411,837
                                                                --------------- 
                 COMPUTER TECHNOLOGY--4.6%                      
      2,100      Adaptec, Inc.* ..........................               86,100
      1,000      C.P. Clare Corporation* .................               20,500
      2,000      General Datacomm Industries, Inc.* ......               34,250
        100      Pinnacle Systems, Inc.* .................                2,475
      2,000      Secure Computing Corporation* ...........              112,000
                                                                ---------------
                                                                        255,325
                                                                --------------- 
                 CONSUMER PRODUCTS--2.2%                         
      2,000      Lauder (Estee) Companies, Inc. Class A* .               69,750
      1,500      Oakley, Inc.* ...........................               51,000
                                                                ---------------
                                                                        120,750
                                                                --------------- 
                 DEFENSE--1.2%                                   
        700      McDonnell Douglas Corporation ...........               64,400
                                                                --------------- 
                 FINANCIAL SERVICES--3.9%                        
      4,000      AMRESCO Inc. ............................               51,000
      1,400      First Data Corporation ..................               93,625
      4,000      Money Store, Inc. .......................               62,500
        300      Schwab (Charles) Corporation (The)+ .....                6,038
                                                                ---------------
                                                                        213,163
                                                                ---------------
                                                                 

<PAGE>

                 HEALTHCARE--19.7%                               
      2,700      Biochem Pharma Inc.*+ ...................              108,337
      2,300      Cardinal Health, Inc. ...................              125,925
      1,000      HBO & Company ...........................               76,625
      1,600      Healthsource, Inc.* .....................               57,600
        200      Hologic, Inc.* ..........................                8,200
      2,400      Lilly (Eli) Co. .........................              135,000
      3,500      Liposome Company Inc.* ..................               70,000
      2,250      Lunar Corp.*+ ...........................               61,875
      2,000      Medpartners/Mullikin, Inc.* .............               66,000
      1,000      Medtronic, Inc. .........................               55,875
        200      Merck & Co., Inc. .......................               13,150
        500      Nellcor Puritan Bennett Inc.* ...........               29,000
      1,000      Oxford Health Plans, Inc.* ..............               73,875
      1,000      Quintiles Transnational Corp.* ..........               41,000
        750      Summit Technology, Inc.*+ ...............               25,313
        400      Target Therapeutics, Inc.* ..............               17,100
      1,800      United Healthcare Corporation ...........              117,900
                                                                ---------------
                                                                      1,082,775
                                                                ---------------
                                                              
                 INSURANCE--2.0%                              
        500      American International Group ............               46,250
      1,000      Travelers Group Inc. ....................               62,875
                                                                ---------------
                                                                        109,125
                                                                ---------------


                                      F-16
<PAGE>

THE ALGER AMERICAN FUND
ALGER AMERICAN LEVERAGED ALLCAP PORTFOLIO

SCHEDULE OF INVESTMENTS--DECEMBER 31, 1995 (Cont'd)
- --------------------------------------------------------------------------------
                                                              
     Shares      COMMON STOCKS (CONTINUED)                            Value
     ------                                                           -----    
                 POLLUTION CONTROL--.4%                       
        600      United Waste Systems, Inc.* .............      $        22,350
                                                                ---------------
                                                              
                 RESTAURANTS & LODGING--2.7%                  
      3,900      Lone Star Steakhouse & Saloon, Inc.* ....              149,663
                                                                ---------------
                                                              
                 RETAILING--1.2%                              
        300      CompUSA Inc.* ...........................                9,338
        500      The Gap, Inc. ...........................               21,000
        200      Viking Office Products, Inc.* ...........                9,300
      1,500      Williams-Sonoma, Inc.*+ .................               27,750
                                                                ---------------
                                                                         67,388
                                                                ---------------
                                                            
                 SEMICONDUCTORS--7.2%                       
      3,300      Linear Technology Corporation ...........              129,525
      2,600      Maxim Integrated Products, Inc.* ........              100,100
      3,350      Microchip Technology Incorporated* ......              122,275
      3,000      Sandisk Corp.* ..........................               45,000
                                                                ---------------
                                                                        396,900
                                                                ---------------
                                                            
                 SEMICONDUCTORS CAPITAL                     
                   EQUIPMENT--.4%                           
        850      Tencor Instruments* .....................               20,719
                                                                ---------------
                                                            
                 MISCELLANEOUS--2.8%                        
      1,500      DST Systems, Inc.* ......................               42,750
      2,500      Service Corporation International .......              110,000
                                                                ---------------
                                                                        152,750
                                                                ---------------
                                                            
                 TOTAL COMMON STOCKS                        
                   (COST $4,845,395) .....................            5,249,106
                                                                ---------------
    Principal                                                         
     Amount      SHORT-TERM INVESTMENTS--22.1%                        Value
     ------                                                           -----    
                 SHORT-TERM CORPORATE NOTES--16.4%          
     $200,000    Barnett Banks, Inc., 5.85%, 1/10/96 .....      $       199,707
     200,000     GTE California Inc., 5.92%, 1/5/96 ......              199,868
     100,000     Mitsui & Co. (USA) Inc., 5.68%, 1/26/96 .               99,606
     200,000     Narragansett Electric Co., 6.00%, 1/3/96               199,933
     200,000     United Parcel Service Of America Inc.,     
                   5.85%, 1/4/96 .........................              199,904
                                                                ---------------
                                                             
                 TOTAL SHORT-TERM CORPORATE NOTES            
                   (COST $899,018) .......................              899,018
                                                                ---------------
                                                             
                 SECURITIES HELD                             
                   UNDER REPURCHASE                          
                   AGREEMENTS--5.7%                          
                 Securities Held Under Repurchase            
                   Agreements, 5.80%-6.00%, 1/2/96,          
                   with Bear, Stearns & Co. Inc., dtd        
                   12/29/95, repurchase price                
                   $313,673; collateralized by               
                   U.S. Treasury Strips                      
                   (par value $770,000, due                  
                   8/15/10) ..............................              313,467
                                                                ---------------
                                                             
                 TOTAL SHORT-TERM INVESTMENTS                
                   (COST $1,212,485) .....................            1,212,485
                                                                ---------------
                                                             
      TOTAL INVESTMENTS                                      
        (COST $6,057,880)(A) ..................       117.5%          6,461,591
                                                            
      Liabilities in Excess Of Other Assets ...       (17.5)           (964,505)
                                                   --------     ---------------
      NET ASSETS ..............................       100.0%        $ 5,497,086
                                                   ========     ===============
      
- --------------------------------------------------------------------------------
      *  Non-income producing security.
      +  Securities partially or fully on loan.
    (a)  At  December  31,  1995,  the  net   unrealized   appreciation   on
         investments,  based on cost for federal  income tax purposes of 
         $6,057,880, amounted  to  $403,711,  which  consisted  of  aggregate  
         gross  unrealized appreciation  of $555,479 and aggregate  gross  
         unrealized  depreciation of $151,768.


                       See Notes to Financial Statements

 

                                      F-17
<PAGE>



THE ALGER AMERICAN FUND
ALGER AMERICAN LEVERAGED ALLCAP PORTFOLIO
FINANCIAL HIGHLIGHTS

FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD
- --------------------------------------------------------------------------------


                                                          FROM JANUARY 25, 1995
                                                            (COMMENCEMENT OF
                                                                OPERATIONS)
                                                         TO DECEMBER 31, 1995(I)
- --------------------------------------------------------------------------------
  Net asset value, beginning of period                                 $  10.00
- --------------------------------------------------------------------------------
  Net investment (loss)                                                   (0.03)
  Net realized and unrealized gain  (loss) on investments                  7.46
- --------------------------------------------------------------------------------
      Total from investment operations                                     7.43
- --------------------------------------------------------------------------------
  Net asset value, end of period                                       $  17.43
================================================================================
  Total Return                                                           74.30%
================================================================================
  Ratios and Supplemental Data:
    Net assets, end of period (000's omitted)                           $ 5,497
================================================================================
    Ratio of expenses excluding interest to average net assets            1.50%
================================================================================
    Ratio of expenses including interest to average net assets            1.56%
================================================================================
    Decrease reflected in above expense ratios
      due to expense reimbursements                                       2.36%
================================================================================
    Ratio of net investment (loss) to average net assets                 (0.71%)
================================================================================
    Portfolio Turnover Rate                                             178.23%
================================================================================
  Debt outstanding at end of period                                     $    0
================================================================================
  Average amount of debt outstanding during the period                  $ 8,122
================================================================================
  Average daily number of shares outstanding during the period           75,460
================================================================================
  Average amount of debt per share during the period                    $  0.11
================================================================================
(i) Ratios have been annualized; total return has not been annualized.

                       See Notes to Financial Statements.

 
                                      F-18
<PAGE>

THE ALGER AMERICAN FUND
STATEMENTS OF ASSETS AND LIABILITIES

DECEMBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>



                                                                            AMERICAN          AMERICAN
                                                                              SMALL            INCOME         
                                                          AMERICAN         CAPITALIZA-           AND          
                                                           GROWTH             TION             GROWTH         
                                                          PORTFOLIO        PORTFOLIO         PORTFOLIO       
- ------------------------------------------------------------------------------------------------------------
<S>                                                    <C>              <C>                  <C>            
   ASSETS:
     Investments in securities, at value
       (identified cost*)--see accompany-

       ing schedules of investments                    $506,690,636     $1,115,194,108       $39,233,170    
     Receivable for investment securities
       sold                                                      --          2,519,387                --    
     Receivable for shares of beneficial
       interest sold                                     67,463,666          2,478,261             9,800    
     Interest and dividends receivable                      213,098            107,348            55,403    
     Receivable from Investment
       Manager--Note 3(a)                                        --                 --                --   
     Other assets                                             6,155             16,752             6,570    
- ------------------------------------------------------------------------------------------------------------
         Total Assets                                   574,373,555      1,120,315,856        39,304,943    
- ------------------------------------------------------------------------------------------------------------
   LIABILITIES:
     Payable for securities loaned                       27,639,745        114,379,873           776,167    
     Payable for investment securities
       purchased                                         43,329,864         18,273,986                --    
     Payable for shares of beneficial
       interest redeemed                                     13,715          2,518,403        29,855,415    
     Interest payable                                            --                 --                --    
     Accrued investment management fees                     258,354            674,370            20,688    
     Accrued expenses                                       158,338            257,076            13,214    
- ------------------------------------------------------------------------------------------------------------
         Total Liabilities                               71,400,016        136,103,708        30,665,484    
- ------------------------------------------------------------------------------------------------------------
   NET ASSETS                                          $502,973,539      $ 984,212,148       $ 8,639,459    
============================================================================================================
   NET ASSETS CONSIST OF:
     Paid-in capital                                   $434,692,227      $ 769,498,764        $ (610,924)   
     Undistributed net investment
       income (accumulated loss)                            448,672         (4,389,480)          240,007    
     Undistributed net realized gain
       (accumulated loss)                                14,697,665        (22,165,128)        7,646,055    
     Net unrealized appreciation                         53,134,975        241,267,992         1,364,321    
- ------------------------------------------------------------------------------------------------------------
   NET ASSETS                                          $502,973,539      $ 984,212,148       $ 8,639,459    
============================================================================================================

   Shares of beneficial interest
     outstanding--Note 6                                 16,143,581         24,976,457           485,739   
============================================================================================================

   NET ASSET VALUE PER SHARE                           $      31.16      $       39.41   $         17.79    
============================================================================================================
   *Identified cost                                    $453,555,661      $ 873,926,116       $37,868,849    
============================================================================================================
</TABLE>


<PAGE>

THE ALGER AMERICAN FUND
STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)

DECEMBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                           
                                                                              AMERICAN        AMERICAN
                                                           AMERICAN            MIDCAP         LEVERAGED
                                                           BALANCED            GROWTH          ALLCAP
                                                           PORTFOLIO          PORTFOLIO       PORTFOLIO
- ------------------------------------------------------------------------------------------------------------
<S>                                                     <C>               <C>                 <C>       
   ASSETS:
     Investments in securities, at value
       (identified cost*)--see accompany-

       ing schedules of investments                     $13,209,990       $200,013,553        $6,461,591
     Receivable for investment securities                                                   
       sold                                               1,172,674                 --                --
     Receivable for shares of beneficial                                                    
       interest sold                                         16,430            830,074           118,620
     Interest and dividends receivable                       30,328             47,455             2,118
     Receivable from Investment                                                             
       Manager--Note 3(a)                                         --                --             8,549
     Other assets                                             2,429              3,683                12
- ------------------------------------------------------------------------------------------------------------
         Total Assets                                    14,431,851        200,894,765         6,590,890
- ------------------------------------------------------------------------------------------------------------
   LIABILITIES:                                                                             
     Payable for securities loaned                               --         13,414,005           188,673
     Payable for investment securities                                                      
       purchased                                                 --          1,950,213           886,306
     Payable for shares of beneficial                                                       
       interest redeemed                                 10,741,530                 72               946
     Interest payable                                            --                 --               139
     Accrued investment management fees                       9,339            120,898             3,080
     Accrued expenses                                         9,813             60,814            14,660
- ------------------------------------------------------------------------------------------------------------
         Total Liabilities                               10,760,682         15,546,002         1,093,804
- ------------------------------------------------------------------------------------------------------------
   NET ASSETS                                           $ 3,671,169       $185,348,763        $5,497,086
============================================================================================================
   NET ASSETS CONSIST OF:                                                                   
     Paid-in capital                                      $ 676,343       $152,728,945        $5,210,790
     Undistributed net investment                                                           
       income (accumulated loss)                            319,185           (304,781)           (8,065)
     Undistributed net realized gain                                                        
       (accumulated loss)                                 2,166,758          1,315,653          (109,350)
     Net unrealized appreciation                            508,883         31,608,946           403,711
- ------------------------------------------------------------------------------------------------------------
   NET ASSETS                                           $ 3,671,169       $185,348,763        $5,497,086
============================================================================================================
                                                                                            
   Shares of beneficial interest                                                            
     outstanding--Note 6                                    269,192          9,533,195           315,382
============================================================================================================
                                                                                            
   NET ASSET VALUE PER SHARE                            $     13.64       $      19.44        $    17.43
============================================================================================================
   *Identified cost                                     $12,701,107       $168,404,607        $6,057,880
============================================================================================================
</TABLE>
                                                                              
                       See Notes to Financial Statements.



                                      F-19
<PAGE>


                                                                               
THE ALGER AMERICAN FUND                                                        
STATEMENTS OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                             AMERICAN           AMERICAN
                                                                               SMALL             INCOME         
                                                          AMERICAN          CAPITALIZA-            AND          
                                                           GROWTH              TION              GROWTH         
                                                          PORTFOLIO          PORTFOLIO          PORTFOLIO       
- ------------------------------------------------------------------------------------------------------------
<S>                                                     <C>               <C>                <C>            
   INVESTMENT INCOME
     Income:
       Interest                                         $ 1,329,367        $ 2,298,429         $ 109,016    
       Dividends                                          1,263,383            618,628           401,049    
- ------------------------------------------------------------------------------------------------------------
         Total Income                                     2,592,750          2,917,057           510,065    
- ------------------------------------------------------------------------------------------------------------
     Expenses:
       Management fees-- Note 3(a)                        1,894,223          5,628,002           235,434    
       Interest expense                                          --                 --                --    
       Custodian fees                                        76,320            178,020            18,749    
       Transfer Agent fees                                    2,500              2,500             2,500    
       Professional fees                                     37,836             77,846            10,309    
       Trustees' fees                                         4,000              4,000             4,000    
       Miscellaneous                                        130,694            203,958             9,872    
- ------------------------------------------------------------------------------------------------------------
                                                          2,145,573          6,094,326           280,864    
       Less, expense reimbursement
         Note 3(a)                                               --                 --                --    
- ------------------------------------------------------------------------------------------------------------
         Total Expenses                                   2,145,573          6,094,326           280,864    
- ------------------------------------------------------------------------------------------------------------
   Net Investment Income
     (Loss)                                                 447,177         (3,177,269)          229,201    
- ------------------------------------------------------------------------------------------------------------
   REALIZED AND UNREALIZED
     GAIN (LOSS) ON INVESTMENTS
       Net realized gain (loss) on investments           15,710,698         (5,203,810)       10,080,314    
       Net change in unrealized appreciation
         on investments                                  42,409,681        195,831,810           678,273    
- ------------------------------------------------------------------------------------------------------------
         Net realized and unrealized gain
           on investments                                58,120,379        190,628,000        10,758,587    
- ------------------------------------------------------------------------------------------------------------
   NET INCREASE IN NET
     ASSETS RESULTING FROM
     OPERATIONS                                         $58,567,556       $187,450,731       $10,987,788    
============================================================================================================
</TABLE>


THE ALGER AMERICAN FUND                                                        
STATEMENTS OF OPERATIONS (CONTINUED)

FOR THE YEAR ENDED DECEMBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>


                                                      
                                                                               AMERICAN          AMERICAN
                                                            AMERICAN            MIDCAP          LEVERAGED
                                                            BALANCED            GROWTH            ALLCAP
                                                            PORTFOLIO          PORTFOLIO       PORTFOLIO(*)
- ------------------------------------------------------------------------------------------------------------
<S>                                                      <C>               <C>                  <C>     
   INVESTMENT INCOME                                                                        
     Income:                                                                                
       Interest                                           $ 409,706          $ 555,343           $ 7,631
       Dividends                                             38,778            181,692             1,942
- ------------------------------------------------------------------------------------------------------------
         Total Income                                       448,484            737,035             9,573
- ------------------------------------------------------------------------------------------------------------
     Expenses:                                                                              
       Management fees-- Note 3(a)                           96,391            900,673             9,604
       Interest expense                                          --                 --               690
       Custodian fees                                        13,345             41,930            13,452
       Transfer Agent fees                                    2,500              2,500             2,500
       Professional fees                                      8,585             21,485             5,278
       Trustees' fees                                         4,000              4,000             4,000
       Miscellaneous                                          3,487             42,419             8,785
- ------------------------------------------------------------------------------------------------------------
                                                            128,308          1,013,007            44,309
       Less, expense reimbursement                                                          
         Note 3(a)                                               --                 --           (26,671)
- ------------------------------------------------------------------------------------------------------------
         Total Expenses                                     128,308          1,013,007            17,638
- ------------------------------------------------------------------------------------------------------------

<PAGE>

   Net Investment Income                                                                    
     (Loss)                                                 320,176           (275,972)           (8,065)
- ------------------------------------------------------------------------------------------------------------
   REALIZED AND UNREALIZED                                                                  
     GAIN (LOSS) ON INVESTMENTS                                                             
       Net realized gain (loss) on investments            2,423,578          3,625,757          (109,350)
       Net change in unrealized appreciation                                                
         on investments                                     354,713         26,654,319           403,711
- ------------------------------------------------------------------------------------------------------------
         Net realized and unrealized gain                                                   
           on investments                                 2,778,291         30,280,076           294,361
- ------------------------------------------------------------------------------------------------------------
   NET INCREASE IN NET                                                                      
     ASSETS RESULTING FROM                                                                  
     OPERATIONS                                          $3,098,467        $30,004,104          $286,296
============================================================================================================
</TABLE>

(*) Commenced operations January 25, 1995.                                    
    
                                                                              
                       See Notes to Financial Statements.



                                      F-20
<PAGE>



THE ALGER AMERICAN FUND
STATEMENTS OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                                   AMERICAN
                                                                              AMERICAN              INCOME          
                                                          AMERICAN             SMALL                  AND           
                                                           GROWTH         CAPITALIZATION            GROWTH          
                                                          PORTFOLIO          PORTFOLIO             PORTFOLIO        
- ------------------------------------------------------------------------------------------------------------
<S>                                                    <C>                <C>                   <C>            
   INCREASE (DECREASE) IN CASH Cash flows from operating activities:
     Interest received                                 $  1,284,056       $  2,257,218          $   107,560    
     Dividends received                                   1,284,564            651,822              412,621    
     Operating expenses paid                             (1,863,413)        (5,537,740)            (272,801)   
     Purchase of short-term securities, net             (62,246,511)       (56,163,927)         (25,637,367)   
     Purchase of portfolio securities                  (466,813,895)      (882,002,846)         (57,052,607)   
     Proceeds from disposition of                                                               
       portfolio securities                             282,951,993        510,524,878           86,109,362    
     Other                                                   (1,195)            (3,881)              (4,977)   
- ------------------------------------------------------------------------------------------------------------
                                                                                             
         Net cash (used for) provided                                                        
           by operating activities                     (245,404,401)      (430,274,476)           3,661,791    
- ------------------------------------------------------------------------------------------------------------
                                                                                             
   Cash flows from financing activities:                                                     
     Dividends paid                                      (2,183,739)                 0             (352,788)   
     Proceeds from shares sold and                                                           
       dividends reinvested                             336,098,077        689,235,046           14,937,635    
     Payments on shares redeemed                       (107,132,855)      (293,464,899)         (16,633,691)   
     Increase (decrease) in cash collateral                                                  
       received on securities loaned                     18,622,918         34,504,329           (1,612,947)   
- ------------------------------------------------------------------------------------------------------------
         Net cash provided by (used for)                                                     
           financing activities                         245,404,401        430,274,476          (3,661,791)    
- ------------------------------------------------------------------------------------------------------------
   Net increase in cash                                           0                  0                    0    
   Cash--beginning of year                                        0                  0                    0   
- ------------------------------------------------------------------------------------------------------------
   Cash--end of year                                   $          0       $               0     $          
============================================================================================================
   RECONCILIATION  OF NET INCREASE IN NET ASSETS TO NET CASH (USED FOR) PROVIDED          
     BY OPERATING ACTIVITIES:                                                                
   Net increase in net assets                                                               
     resulting from operations                         $ 58,567,556       $187,450,731          $10,987,788    
   (Increase) decrease in investments                  (279,282,731)      (421,521,851)           4,803,370    
   (Increase) decrease in receivable for                                                     
     investments sold                                             0           (619,287)             364,733    
   (Increase) decrease in interest and                                                    
     dividends receivable                                   (24,130)            (8,017)              10,116    
   Increase (decrease) in payable                                                            
     for investments purchased                           33,174,315         (5,500,758)          (1,748,723)   
   Net realized gain (loss)                             (15,710,698)         5,203,810          (10,080,314)   
   Net (increase) in unrealized appreciation            (42,409,681)      (195,831,810)            (678,273)   
   Increase in accrued expenses                             282,160            556,586                8,063    
   Net (increase) in other assets                            (1,192)            (3,880)              (4,969)   
- ------------------------------------------------------------------------------------------------------------
   Net cash (used for) provided by                                                           
     operating activities                             $(245,404,401)     $(430,274,476)         $ 3,661,791    
============================================================================================================
(*)   Commenced operations January 25, 1995.       
                                                
<PAGE>

THE ALGER AMERICAN FUND
STATEMENTS OF CASH FLOWS  (CONTINUED)

FOR THE YEAR ENDED DECEMBER 31, 1995
</TABLE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                      
                                                                               AMERICAN          AMERICAN
                                                            AMERICAN            MIDCAP          LEVERAGED
                                                            BALANCED            GROWTH            ALLCAP
                                                            PORTFOLIO          PORTFOLIO       PORTFOLIO(*)
- ------------------------------------------------------------------------------------------------------------
<S>                                                      <C>              <C>                 <C>        
   INCREASE (DECREASE) IN CASH Cash flows from operating activities:
     Interest received                                   $   415,577      $    533,022        $    5,907
     Dividends received                                       39,342           177,458             1,548
     Operating expenses paid                                (124,658)         (897,315)          (8,308)
     Purchase of short-term securities, net               (5,693,864)      (10,380,018)       (1,212,484)

     Purchase of portfolio securities                    (12,041,910)     (199,719,781)       (6,310,543)
     Proceeds from disposition of                 
       portfolio securities                               17,288,738       112,883,607         2,242,103
     Other                                                    (1,596)           (1,193)              (12)
- ------------------------------------------------------------------------------------------------------------
                                                  
         Net cash (used for) provided             
           by operating activities                          (118,371)      (97,404,220)       (5,281,789)
- ------------------------------------------------------------------------------------------------------------
                                                  
   Cash flows from financing activities:          
     Dividends paid                                         (217,622)          (10,668)                0
     Proceeds from shares sold and                
       dividends reinvested                                5,141,339       159,569,464         6,625,927
     Payments on shares redeemed                          (4,020,864)      (66,975,668)      (1,532,811)
     Increase (decrease) in cash collateral       
       received on securities loaned                        (784,482)        4,821,092           188,673
- ------------------------------------------------------------------------------------------------------------
         Net cash provided by (used for)          
           financing activities                              118,371        97,404,220         5,281,789
- ------------------------------------------------------------------------------------------------------------
   Net increase in cash                                            0                 0                 0
   Cash--beginning of year                                         0                 0                 0 
- ------------------------------------------------------------------------------------------------------------
   Cash--end of year                                      $        0       $         0       $         0
============================================================================================================
   RECONCILIATION  OF NET INCREASE IN NET ASSETS TO NET CASH (USED FOR) PROVIDED          
     BY OPERATING ACTIVITIES:                                                             
   Net increase in net assets                                                             
     resulting from operations                            $3,098,467      $ 30,004,104         $ 286,296
   (Increase) decrease in investments                        764,087       (94,433,309)       (6,167,231)
   (Increase) decrease in receivable for            
     investments sold                                       (963,254)          650,966                 0
   (Increase) decrease in interest and              
     dividends receivable                                      6,435           (26,555)           (2,118)
   Increase (decrease) in payable                   
     for investments purchased                              (247,870)       (3,433,850)          886,306
   Net realized gain (loss)                               (2,423,578)       (3,625,757)          109,350
   Net (increase) in unrealized appreciation                (354,713)      (26,654,319)         (403,711)
   Increase in accrued expenses                                3,650           115,692            17,879
   Net (increase) in other assets                             (1,595)           (1,192)           (8,560)
- ------------------------------------------------------------------------------------------------------------
   Net cash (used for) provided by                  
     operating activities                               $   (118,371)    $ (97,404,220)      $(5,281,789)
============================================================================================================
</TABLE>

(*)   Commenced operations January 25, 1995.


                       See Notes to Financial Statements.

 
                                      F-21
<PAGE>


THE ALGER AMERICAN FUND
STATEMENTS OF CHANGES IN NET ASSETS

FOR THE YEAR ENDED DECEMBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                                AMERICAN
                                                                               AMERICAN          INCOME                          
                                                           AMERICAN             SMALL             AND            
                                                            GROWTH         CAPITALIZATION       GROWTH           
                                                           PORTFOLIO          PORTFOLIO        PORTFOLIO         
- ------------------------------------------------------------------------------------------------------------
<S>                                                    <C>                 <C>                <C>             
   Net investment income (loss)                    $       447,177      $   (3,177,269)    $     229,201      
   Net realized gain (loss) on investments              15,710,698          (5,203,810)       10,080,314      
   Net change in unrealized appreciation                               
     on investments                                     42,409,681         195,831,810           678,273      
- ------------------------------------------------------------------------------------------------------------
   Net increase in net assets resulting                                  
     from operations                                    58,567,556         187,450,731        10,987,788      
   Dividends to shareholders:                                            
     Net investment income                                (480,697)                 --          (352,788)     
     Net realized gains                                 (1,703,042)                 --                --      
   Net increase (decrease) from                                          
     shares of beneficial interest                                     
     transactions-- Note 6                             296,199,246         399,724,319       (31,130,440)     
- ------------------------------------------------------------------------------------------------------------
       Total increase (decrease)                       352,583,063         587,175,050       (20,495,440)     
   Net Assets                                                           
     Beginning of year                                 150,390,476         397,037,098        29,134,899      
- ------------------------------------------------------------------------------------------------------------
     End of year                                   $   502,973,539      $  984,212,148     $   8,639,459      
============================================================================================================
     Undistributed net investment income                                
       (accumulated loss)                          $       448,672      $   (4,389,480)    $     240,007      
============================================================================================================
                                                                        
                                                                      
THE ALGER AMERICAN FUND
STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEAR ENDED DECEMBER 31, 1995
- --------------------------------------------------------------------------------



                                                                                          
                                                                             AMERICAN         AMERICAN
                                                           AMERICAN           MIDCAP          LEVERAGED
                                                           BALANCED           GROWTH           ALLCAP
                                                          PORTFOLIO          PORTFOLIO       PORTFOLIO(*)
- ------------------------------------------------------------------------------------------------------------
<S>                                                     <C>                <C>                 <C>      
   Net investment income (loss)                      $     320,176    $       (275,972)   $       (8,065)
   Net realized gain (loss) on investments               2,423,578           3,625,757          (109,350)
   Net change in unrealized appreciation                                                     
     on investments                                        354,713          26,654,319           403,711
- ------------------------------------------------------------------------------------------------------------
   Net increase in net assets resulting                                                      
     from operations                                     3,098,467          30,004,104           286,296
   Dividends to shareholders:                                                                
     Net investment income                                (217,622)            (10,668)               --
     Net realized gains                                         --                  --                --
   Net increase (decrease) from                                                              
     shares of beneficial interest                                                           
     transactions-- Note 6                              (9,604,163)         93,177,691         5,210,790
- ------------------------------------------------------------------------------------------------------------
       Total increase (decrease)                        (6,723,318)        123,171,127         5,497,086
   Net Assets                                                                                
     Beginning of year                                  10,394,487          62,177,636                --
- ------------------------------------------------------------------------------------------------------------
     End of year                                     $   3,671,169    $    185,348,763    $    5,497,086
============================================================================================================
     Undistributed net investment income                                                     
       (accumulated loss)                            $     319,185    $       (304,781)   $       (8,065)
============================================================================================
 ===============
(*)   Commenced operations January 25, 1995.

                       See Notes to Financial Statements.


</TABLE>
                                      F-22
<PAGE>

THE ALGER AMERICAN FUND                                               
STATEMENTS OF CHANGES IN NET ASSETS

FOR THE YEAR ENDED DECEMBER 31, 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                    AMERICAN
                                                                   AMERICAN          INCOME                               AMERICAN
                                                  AMERICAN           SMALL             AND              AMERICAN           MIDCAP
                                                   GROWTH        CAPITALIZATION      GROWTH             BALANCED           GROWTH
                                                 PORTFOLIO         PORTFOLIO        PORTFOLIO           PORTFOLIO         PORTFOLIO
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>             <C>                <C>               <C>              <C>            
Net investment income (loss)                 $    483,387     $    (280,867)    $     363,898     $     217,713     $       12,161
Net realized gain (loss) on investments           705,938       (17,564,040)       (2,087,625)        (256,903)         (2,319,155)
Net change in unrealized appreciation
  (depreciation) on investments                 1,040,130        14,069,231        (1,210,449)         (332,427)         2,842,601
- ------------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets
  resulting from operations                     2,229,455        (3,775,676)       (2,934,176)         (371,617)           535,607
Dividends to shareholders:
  Net investment income                          (122,545)               --          (296,743)         (109,638)                --
  Net realized gains                           (6,409,484)      (18,316,556)       (1,140,543)         (123,976)          (122,328)
Net increase from shares of beneficial
  interest transactions-- Note 6               79,815,236       180,279,205         1,611,518         3,151,811         40,463,768
- ------------------------------------------------------------------------------------------------------------------------------------

    Total increase (decrease)                  75,512,662       158,186,973        (2,759,944)        2,546,580         40,877,047
Net Assets
  Beginning of year                            74,877,814       238,850,125        31,894,843         7,847,907         21,300,589
- ------------------------------------------------------------------------------------------------------------------------------------
  End of year                                $150,390,476    $  397,037,098     $  29,134,899     $  10,394,487    $    62,177,636
====================================================================================================================================
  Undistributed net investment income
    (accumulated loss)                       $    482,192    $   (1,212,211)    $     363,594     $     216,631    $       (18,141)
====================================================================================================================================
</TABLE>

                       See Notes to Financial Statements.

 

                                      F-23
<PAGE>




THE ALGER AMERICAN FUND
NOTES TO FINANCIAL STATEMENTS


DECEMBER 31, 1995
- --------------------------------------------------------------------------------

NOTE 1--GENERAL:
The Alger  American  Fund (the  "Fund") is a  diversified,  open-end  registered
investment company organized as an unincorporated  business trust under the laws
of the  Commonwealth  of  Massachusetts.  The Fund operates as a series  company
currently issuing six classes of shares of beneficial interest:  American Growth
Portfolio,  American Small Capitalization Portfolio,  American Income and Growth
Portfolio,  American  Balanced  Portfolio,  American MidCap Growth Portfolio and
American Leveraged AllCap Portfolio  (collectively "the Portfolios").  Shares of
the  Portfolios  are available and are being  marketed  exclusively  as a pooled
funding vehicle for qualified  retirement plans and for life insurance companies
writing all types of variable  annuity  contracts  and variable  life  insurance
policies.

NOTE 2--SIGNIFICANT ACCOUNTING POLICIES:
(a) INVESTMENT VALUATION:  Investments of the Portfolios are valued at 4:00 p.m.
Eastern  time on each day the New  York  Stock  Exchange  is  open.  Listed  and
unlisted  securities for which such information is regularly reported are valued
at the last reported  sales price or, in the absence of reported  sales,  at the
mean between the bid and the asked price,  or, in the absence of a recent bid or
asked price,  the  equivalent  as obtained  from one or more of the major market
makers for the securities to be valued.

Securities  for which market  quotations  are not readily  available  are valued
according to procedures  established  by the Board of Trustees to determine fair
value in good faith.

Securities  having a  remaining  maturity  of sixty  days or less are  valued at
amortized cost which approximates market value.

(b) SECURITY  TRANSACTIONS  AND INVESTMENT  INCOME:  Security  transactions  are
recorded on a trade date basis.  Resulting  receivables and payables are carried
at amounts which approximate fair value. Realized gains and losses from security
transactions  are  recorded on the  identified  cost basis.  Dividend  income is
recognized  on the  ex-dividend  date and interest  income is  recognized on the
accrual basis.

(c) REPURCHASE AGREEMENTS:  The Portfolios enter into repurchase agreements with
approved  institutions,  primarily U.S. Government  securities dealers,  and are
collateralized by U.S. Government securities. Such collateral is verified by the
investment  manager as being either received and held in physical  possession by
the  custodian or as having been received by such  custodian in book-entry  form
through the Federal Reserve  book-entry  system. The investment manager monitors
the value of the collateral at the time the repurchase agreement is entered into
and on a daily basis  during the term of the  agreement to ensure that its value
equals  or  exceeds  the  agreed-upon  repurchase  price  to be  repaid  to  the
Portfolio. Additional collateral is obtained when necessary.

(d) LENDING OF PORTFOLIO  SECURITIES:  The Portfolios  lend their  securities to
financial institutions,  including an affiliate of the custodian,  provided that
the market value of securities  loaned will not at any time exceed  one-third of
the Portfolio's total assets. In order to protect against the risk of failure by
the  borrower to return the  securities  loaned or any delay in the  delivery of
such securities,  the investment manager ensures that the loan is collateralized
by cash, letters of credit or U.S. Government  securities that are maintained at
all times in an amount equal to at least 100 percent of the current market value
of the loaned  securities.  At December 31, 1995, the value of securities loaned
and cash collateral received thereon were as follows:
                                            VALUE OF              CASH
                                           SECURITIES          COLLATERAL
                                             LOANED             RECEIVED
                                            ---------           ---------
American Growth Portfolio.............    $  26,693,177       $  27,639,745
American Small Capitalization
   Portfolio..........................      111,387,107         114,379,873
American Income and Growth
   Portfolio..........................          763,981             776,167
American Balanced Portfolio...........              --                  --
American MidCap Growth
   Portfolio..........................       12,981,913          13,414,005
American Leveraged AllCap
   Portfolio..........................          185,934             188,673

The Portfolios  invest the cash  collateral and rebate a portion of the interest
earned to the  borrower of the  securities.  During the year ended  December 31,
1995,  the  American  Growth  Portfolio,   the  American  Small   Capitalization
Portfolio,  the American  Income and Growth  Portfolio,  the  American  Balanced
Portfolio,  the American  MidCap  Growth  Portfolio  and the American  Leveraged
AllCap Portfolio received $57,569,  $329,699, $9,625, $2,804, $33,854, and $408,
respectively,  of  stock  loan  fees,  net of  rebates  paid.  Such net fees are
included in interest income in the accompanying Statements of Operations.

(e) DIVIDENDS TO SHAREHOLDERS: Dividends payable to shareholders are recorded by
the Fund on the ex-dividend date.

Dividends from net investment income are declared and paid annually.

Dividends  from net  realized  gains,  offset  by any loss  carry  forward,  are
declared and paid annually after the end of the fiscal year in which earned.



                                      F-24
<PAGE>


THE ALGER AMERICAN FUND
NOTES TO FINANCIAL STATEMENTS (CONT'D)


DECEMBER 31, 1995
- --------------------------------------------------------------------------------

(f)  FEDERAL  INCOME  TAXES:  It  is  the  Fund's  policy  to  comply  with  the
requirements  of the Internal  Revenue Code  applicable to regulated  investment
companies and to distribute  all of the taxable  income of each Portfolio to its
respective shareholders. Therefore, no federal income tax provision is required.
Each  Portfolio is treated as a separate  entity for the purpose of  determining
such compliance.

(g)  EXPENSES:  The Fund accounts  separately  for the assets,  liabilities  and
operations of each Portfolio.  Expenses directly  attributable to each Portfolio
are charged to that Portfolio's operations; expenses which are applicable to all
Portfolios are allocated among them.

(h) OTHER: The negative balance in  paid-in-capital  for the American Income and
Growth  Portfolio  as of December  31,  1995 is the result of payments  for fund
shares  redeemed  exceeding  the  receipts  for fund shares sold on an aggregate
basis.

NOTE 3--INVESTMENT  MANAGEMENT FEES AND OTHER TRANSACTIONS WITH AFFILIATES:  
(a) INVESTMENT MANAGEMENT FEES: Fees incurred by each Portfolio, pursuant to the
provisions of the Investment  Management Agreements (the "Agreements") with Fred
Alger Management,  Inc. ("Alger  Management"),  are payable monthly and computed
based on the average daily net assets of each Portfolio at the following  annual
rates:

American Growth Portfolio.....................................        .750%
American Small Capitalization Portfolio.......................        .850
American Income and Growth Portfolio..........................        .625
American Balanced Portfolio...................................        .750
American MidCap Growth Portfolio..............................        .800
American Leveraged AllCap Portfolio...........................        .850

The  Agreements  further  provide  that  if in any  fiscal  year  the  aggregate
expenses,  excluding interest,  taxes, brokerage commissions,  and extraordinary
expenses,  of the American  Growth  Portfolio  exceed 1.50%;  the American Small
Capitalization  Portfolio exceed 1.50%; the American Income and Growth Portfolio
exceed 1.25%; the American Balanced  Portfolio exceed 1.25%; the American MidCap
Growth Portfolio exceed 1.50% and the American Leveraged AllCap Portfolio exceed
1.50% of the  average  daily  net  assets  of the  applicable  Portfolio,  Alger
Management will reimburse that Portfolio for the excess  expenses.  For the year
ended December 31, 1995,  Alger  Management  reimbursed  the American  Leveraged
AllCap Portfolio $26,671.

(b) BROKERAGE COMMISSIONS: During the year ended December 31, 1995, the American
Growth Portfolio,  American Small Capitalization Portfolio,  American Income and
Growth Portfolio,  American Balanced Portfolio, American MidCap Growth Portfolio
and  the  American  Leveraged  AllCap  Portfolio  paid  Fred  Alger  &  Company,
Incorporated ("Alger Inc.") $815,307,  $697,538, $154,254, $25,463, $326,893 and
$4,108, respectively, in connection with securities transactions.

(c) TRANSFER AGENCY FEES: The Fund has entered into a transfer agency  agreement
with Alger Shareholder Services, Inc. ("Services"), whereby Services will act as
transfer  agent for the Fund for a fee of $2,500 per year,  per  Portfolio  plus
out-of-pocket expenses.

(d) OTHER  TRANSACTIONS  WITH  AFFILIATES:  Certain trustees and officers of the
Fund are directors and officers of Alger Management, Alger Inc. and Services. At
December 31, 1995, Alger Inc. and affiliates owned 35,482 shares, 21,919 shares,
1,122 shares,  1,464 shares,  1 share,  and 24,501 shares of the American Growth
Portfolio,  American Small Capitalization Portfolio,  American Income and Growth
Portfolio,  American  Balanced  Portfolio,  American MidCap Growth Portfolio and
American Leveraged AllCap Portfolio, respectively.


NOTE 4--SECURITIES TRANSACTIONS:
Purchases and sales of securities,  other than  short-term  securities,  for the
year ended December 31, 1995, were as follows:
                                              PURCHASES           SALES
                                              ---------           -----
American Growth Portfolio.............     $499,988,210        $282,949,942
American Small Capitalization
   Portfolio..........................      876,502,088         511,075,264
American Income and Growth
   Portfolio..........................       55,303,884          85,744,658
American Balanced Portfolio...........       11,794,040          18,252,029
American MidCap Growth
   Portfolio..........................      196,285,931         112,233,087
American Leveraged AllCap
   Portfolio..........................        7,196,849           2,242,107


NOTE 5--SHORT-TERM BORROWINGS:
The American Leveraged AllCap Portfolio has a line of credit with a bank whereby
it may borrow up to  one-third  of its assets,  as  defined,  up to a maximum of
$25,000,000.  Such borrowings  have a variable  interest rate and are payable on
demand.  For the period ended  December 31, 1995,  the Portfolio had  borrowings
which averaged $8,122 at a weighted average interest rate of 8.97%.

NOTE 6--SHARE CAPITAL:
The Fund has an unlimited number of authorized shares of beneficial  interest of
$.001 par value. 


                                      F-25
<PAGE>


THE ALGER AMERICAN FUND
NOTES TO FINANCIAL STATEMENTS (CONT'D)


DECEMBER 31, 1995
- --------------------------------------------------------------------------------

During the year ended  December 31, 1995,  transactions  of shares of beneficial
interest were as follows:

                                               SHARES            AMOUNT
                                               ------            -------
American Growth
   Portfolio:
    Shares sold.......................       13,397,031        $401,141,672
    Dividends reinvested..............           84,119           2,183,739
                                              ---------         -----------
                                             13,481,150         403,325,411
    Shares redeemed......................    (3,839,223)       (107,126,165)
                                              ---------         -----------
      Net increase....................        9,641,927        $296,199,246
                                              =========         ===========

                                               SHARES            AMOUNT
                                               ------            -------
American Small Capitalization
    Portfolio:
    Shares sold.......................       18,702,535       $ 691,048,373
    Shares redeemed......................    (8,263,881)       (291,324,054)
                                              ---------         -----------
      Net increase....................       10,438,654       $ 399,724,319
                                              =========         ===========

                                               SHARES            AMOUNT
                                               ------            -------
American Income and Growth
    Portfolio:
    Shares sold.......................          887,706      $   14,574,940
    Dividends reinvested..............           23,363             352,788
                                              ---------         -----------
                                                911,069          14,927,728
    Shares redeemed......................    (2,616,215)        (46,058,168)
                                              ---------         -----------
      Net decrease.......................    (1,705,146)      $ (31,130,440)
                                              =========         ===========

                                               SHARES            AMOUNT
                                               ------            -------
American Balanced
    Portfolio:
    Shares sold.......................          392,582     $     4,925,776
    Dividends reinvested..............           18,568             217,622
                                              ---------         -----------
                                                411,150           5,143,398
    Shares redeemed......................    (1,104,001)        (14,747,561)
                                              ---------         -----------
      Net decrease.......................      (692,851)       $ (9,604,163)
                                              =========         ===========

                                               SHARES            AMOUNT
                                               ------            -------
American MidCap Growth
    Portfolio:
    Shares sold.......................        8,606,684       $ 160,082,716
    Dividends reinvested..............              706              10,668
                                              ---------         -----------
                                              8,607,390         160,093,384
    Shares redeemed......................    (3,694,620)        (66,915,693)
                                              ---------         -----------
      Net increase....................        4,912,770      $   93,177,691
                                              =========         ===========

                                               SHARES            AMOUNT
                                               ------            -------
American Leveraged AllCap
    Portfolio:
    Shares sold.......................          405,310         $ 6,744,547
    Shares redeemed......................       (89,928)         (1,533,757)
                                              ---------         -----------
      Net increase....................          315,382         $ 5,210,790
                                              =========         ===========

During the year ended  December 31, 1994,  transactions  of shares of beneficial
interest were as follows:
                                               SHARES            AMOUNT
                                               ------            -------
American Growth
    Portfolio:
    Shares sold.......................        5,373,649        $124,532,301
    Dividends reinvested..............          304,524           6,532,029
                                              ---------         -----------
                                              5,678,173         131,064,330
    Shares redeemed......................    (2,211,790)        (51,249,094)
                                              ---------         -----------
      Net increase....................        3,466,383       $  79,815,236
                                              =========         ===========

                                               SHARES            AMOUNT
                                               ------            -------
American Small Capitalization
    Portfolio:
    Shares sold.......................       12,403,211        $335,183,769
    Dividends reinvested..............          711,599          18,316,556
                                              ---------         -----------
                                             13,114,810         353,500,325
    Shares redeemed......................    (6,312,212)       (173,221,120)
                                              ---------         -----------
      Net increase....................        6,802,598        $180,279,205
                                              =========         ===========

                                               SHARES            AMOUNT
                                               ------            -------
American Income and Growth
    Portfolio:
    Shares sold.......................          682,155      $    9,507,480
    Dividends reinvested..............          112,640           1,437,286
                                              ---------         -----------
                                                794,795          10,944,766
    Shares redeemed......................      (686,690)         (9,333,248)
                                              ---------         -----------
      Net increase....................          108,105      $    1,611,518
                                              =========         ===========

                                               SHARES            AMOUNT
                                               ------            -------
American Balanced
    Portfolio:
    Shares sold.......................          413,116      $    4,551,206
    Dividends reinvested..............           22,313             233,615
                                              ---------         -----------
                                                435,429           4,784,821
    Shares redeemed......................      (151,358)         (1,633,010)
                                              ---------         -----------
      Net increase....................          284,071      $    3,151,811
                                              =========         ===========

                                               SHARES            AMOUNT
                                               ------            -------
American MidCap Growth
    Portfolio:
    Shares sold.......................        3,901,955       $  51,365,282
    Dividends reinvested..............            9,794             122,329
                                              ---------         -----------
                                              3,911,749          51,487,611
    Shares redeemed......................      (843,779)        (11,023,843)
                                              ---------         -----------
      Net increase....................        3,067,970       $  40,463,768
                                              =========         ===========


                                      F-26
<PAGE>


                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


TO THE SHAREHOLDERS AND
  BOARD OF TRUSTEES OF THE ALGER AMERICAN FUND:

We have audited the accompanying statements of assets and liabilities, including
the  schedules  of  investments,  of The Alger  American  Fund (a  Massachusetts
business trust  comprising,  respectively,  the Alger American Growth Portfolio,
Alger American Small Capitalization Portfolio,  Alger American Income and Growth
Portfolio,  Alger American  Balanced  Portfolio,  Alger  American  MidCap Growth
Portfolio  and Alger  American  Leveraged  AllCap  Portfolio) as of December 31,
1995, and the related  statements of operations and cash flows for the year then
ended,  the statements of changes in net assets for each of the two years in the
period then ended and the financial highlights for each of the five years in the
period then ended. These financial  statements and financial  highlights are the
responsibility  of the Fund's  management.  Our  responsibility is to express an
opinion on these  financial  statements  and financial  highlights  based on our
audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether the  financial  statements  and  financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Our  procedures  included  confirmation  of securities  owned as of
December 31, 1995, by  correspondence  with the custodian and brokers.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements and financial  highlights referred to
above present fairly, in all material  respects,  the financial position of each
of the respective portfolios constituting The Alger American Fund as of December
31,  1995,  the  results  of their  operations  and cash flows for the year then
ended,  the  changes in their net assets for each of the two years in the period
then  ended,  and the  financial  highlights  for each of the five  years in the
period then ended in conformity with generally accepted accounting principles.


                                           ARTHUR ANDERSEN LLP

New York, New York
February 5, 1996




                                      F-27
<PAGE>


APPENDIX

CORPORATE BOND RATINGS

    Bonds rated Aa by Moody's Investors Service,  Inc. ("Moody's") are judged by
Moody's to be of high quality by all  standards.  Together  with bonds rated Aaa
(Moody's highest  rating),  they comprise what are generally known as high-grade
bonds. Aa bonds are rated lower than Aaa bonds because margins of protection may
not be as large as those of Aaa bonds, or fluctuation of protective elements may
be of greater  amplitude,  or there may be other elements  present that make the
long-term risks appear somewhat larger than those  applicable to Aaa securities.
Bonds that are rated A by Moody's possess many favorable  investment  attributes
and are to be  considered  as upper  medium-grade  obligations.  Factors  giving
security to principal and interest are considered adequate,  but elements may be
present that suggest a susceptibility to impairment in the future.

    Moody's Baa rated bonds are considered as  medium-grade  obligations,  i.e.,
they are neither  highly  protected nor poorly  secured.  Interest  payments and
principal  security  appear  adequate  for the present,  but certain  protective
elements may be lacking or may be  characteristically  unreliable over any great
length of time. Such bonds lack outstanding  investment  characteristics and, in
fact, have speculative characteristics as well.

    Bonds rated Ba by Moody's  are judged to have  speculative  elements;  their
future cannot be considered  as well assured.  Often the  protection of interest
and  principal  payments may be very  moderate and thereby not well  safeguarded
during  both  good  and  bad  times  in  the  future.  Uncertainty  of  position
characterizes  bonds in this class. Bonds which are rated B by Moody's generally
lack  characteristics  of a desirable  investment.  Assurance  of  interest  and
principal  payments or of  maintenance  of other terms of the contract  over any
period of time may be small.

    Moody's  applies the numerical  modifiers 1, 2 and 3 to each generic  rating
classification  from Aa through B. The  modifier 1 indicates  that the  security
ranks in the higher end of its generic rating category; the modifier 2 indicates
a mid-range  ranking;  and the modifier 3 indicates  that the issue ranks in the
lower end of its generic rating category.

    Bonds rated AA by Standard & Poor's Corporation ("S&P") are judged by S&P to
be high-grade  obligations and in the majority of instances differ only in small
degree  from  issues  rated AAA  (S&P's  highest  rating).  Bonds  rated AAA are
considered by S&P to be the highest grade  obligations  and possess the ultimate
degree of protection as to principal  and  interest.  With A bonds,  as with AAA
bonds, prices move with the long-term money market.  Bonds rated A by S&P have a
strong  capacity to pay principal and interest,  although they are somewhat more
susceptible  to the adverse  effects of changes in  circumstances  and  economic
conditions.   S&P's  BBB  rated  bonds,  or  medium-grade  category  bonds,  are
borderline  between definitely sound obligations and those where the speculative
elements  begin to  predominate.  These bonds have adequate  asset  coverage and
normally  are  protected  by  satisfactory  earnings.  Their  susceptibility  to
changing  conditions,   particularly  to  depressions,   necessitates   constant
watching.  These bonds  generally  are more  responsive  to  business  and trade
conditions than to interest rates. This group is the lowest-rated that qualifies
for commercial  bank  investment.  Bonds rated BB and B by S&P are regarded,  on
balance,  as predominantly  speculative with respect to capacity to pay interest
and  repay  principal  in  accordance  with the terms of the  obligation.  These
ratings may be modified by the addition of a plus or minus sign to show relative
standing  within the major rating  categories.  Debt rated BB has less near-term
vulnerability to default than other speculative issues.  However, it faces major
ongoing  uncertainties  or exposure to adverse  business,  financial or economic
conditions  that could lead to inadequate  capacity to meet timely  interest and
principal payments. The BB rating category is also used for debt subordinated to
senior debt that is assigned an actual or implied BBB- rating.  Debt rated B has
a greater  vulnerability  to default  but  currently  has the  capacity  to meet
interest  payments and  principal  repayments.  Adverse  business,  financial or
economic  conditions  will likely impair capacity or willingness to pay interest
and repay principal. The B rating category is also used for debt subordinated to
senior debt that is assigned an actual or implied BB or BB- rating.  Bonds rated
AAA by  Fitch  Investors  Service,  Inc.  ("Fitch")  are  judged  by Fitch to be
strictly high-grade, broadly marketable, suitable for investment by trustees and
fiduciary  institutions and liable to but slight market  fluctuation  other than
through changes in the money rate. The prime feature of an AAA bond is a showing

                                      A-1
<PAGE>

APPENDIX
(continued)

of  earnings  several  times or many  times  interest  requirements,  with  such
stability  of  applicable  earnings  that safety is beyond  reasonable  question
whatever  changes  occur in  conditions.  Bonds  rated AA by Fitch are judged by
Fitch to be of safety virtually  beyond question and are readily salable,  whose
merits are not unlike those of the AAA class, but whose margin of safety is less
strikingly  broad. The issue may be the obligation of a small company,  strongly
secured  but  influenced  as to  rating  by the  lesser  financial  power of the
enterprise and more local type of market.

    Bonds rated Duff-1 are judged by Duff and Phelps, Inc. ("Duff") to be of the
highest credit  quality with  negligible  risk factors;  only slightly more than
U.S. Treasury debt. Bonds rated Duff-2, 3 and 4 are judged by Duff to be of high
credit  quality  with  strong  protection  factors.  Risk is modest but may vary
slightly from time to time because of economic conditions.

COMMERCIAL PAPER RATINGS

    Moody's  Commercial  Paper ratings are opinions of the ability of issuers to
repay  punctually  promissory  obligations  not having an  original  maturity in
excess of nine months. The rating Prime-1 is the highest commercial paper rating
assigned by Moody's.  Issuers rated Prime-1, or related supporting institutions,
are  considered  to  have  a  superior  capacity  for  repayment  of  short-term
promissory   obligations.   Issuers  rated   Prime-2,   or  related   supporting
institutions,  are  considered  to  have a  strong  capacity  for  repayment  of
short-term  promissory  obligations.  This will normally be evidenced by many of
the characteristics of issuers rated Prime-1,  but to a lesser degree.  Earnings
trends and  coverage  ratios,  while sound,  will be more subject to  variation.
Capitalization characteristics, while still appropriate, may be more affected by
external conditions. Ample liquidity is maintained.

    Commercial paper ratings of S&P are current assessments of the likelihood of
timely  payment of debts having  original  maturities  of no more than 365 days.
Commercial  paper rated A-1 by S&P indicates that the degree of safety regarding
timely payment is either overwhelming or very strong. Those issues determined to
possess  overwhelming  safety  characteristics  are denoted  A-1+.  Capacity for
timely payment on commercial paper rated A-2 is strong,  but the relative degree
of safety is not as high as for issues designated A-1.

    The rating Fitch-1  (Highest Grade) is the highest  commercial  paper rating
assigned  by Fitch.  Paper rated  Fitch-1 is  regarded  as having the  strongest
degree of assurance for timely payment.  The rating Fitch-2 (Very Good Grade) is
the second highest  commercial  paper rating assigned by Fitch which reflects an
assurance of timely  payment  only  slightly  less in degree than the  strongest
issues.

    The rating Duff-l is the highest  commercial  paper rating assigned by Duff.
Paper rated Duff-l is regarded as having very high  certainty of timely  payment
with excellent  liquidity factors which are supported by ample asset protection.
Risk factors are minor.  Paper rated Duff-2 is regarded as having good certainty
of timely payment,  good access to capital  markets and sound liquidity  factors
and company fundamentals. Risk factors are small.

                                      A-2
<PAGE>

                                           =====================================
INVESTMENT MANAGER:         
Fred Alger Management, Inc. 
75 Maiden Lane              
New York, New York 10038                             THE |
- --------------------------------------             ALGER | Meeting the challenge
DISTRIBUTOR:                                    AMERICAN | of investing
Fred Alger & Company, Incorporated                  FUND |
30 Montgomery Street                  
Jersey City, New Jersey 07302         
- --------------------------------------
CUSTODIAN:                            
Custodial Trust Company               
101 Carnegie Center                   
Princeton, New Jersey 08540-6231      
- --------------------------------------
TRANSFER AGENT:                       
Alger Shareholder Services, Inc.      
30 Montgomery Street                  
Box 2001                              
Jersey City, New Jersey 07302         
- --------------------------------------
INDEPENDENT PUBLIC ACCOUNTANTS:       
Arthur Andersen LLP                   
1345 Avenue of the Americas           
New York, New York 10105              
- --------------------------------------


                                                         |
                                               STATEMENT |
                                           OF ADDITIONAL | May 1, 1996
                                             INFORMATION |
                                                         |



                                           =====================================

<PAGE>


                                     PART C

                                OTHER INFORMATION



Item 24.  Financial Statements and Exhibits

          (a)  Financial Statements:

               (l)  Financial Statements included in Part A:

                          Condensed Financial Information

               (2)  Financial Statements included in Part B:

                    (i) Report of Independent Accountants;

                   (ii) Financial Statements as of December 31, 1995 and for the
                        period then ended;


          (b)  Exhibits:


Exhibit No.                   Description of Exhibit
- -----------                   ----------------------

  l(a)      Agreement and Declaration of Trust (l)

  l(b)      Written Consent of the Sole Trustee of the Trust amending the
            Agreement and Declaration of Trust (1)

  1(c)      Amendment to Registrant's Agreement and Declaration of Trust to
            establish the Alger American Fixed Income Portfolio (3)

  l(d)      Certificate of Designation relating to the Alger American MidCap
            Growth Portfolio (5)

  1(e)      Certificate of Designation relating to the Alger American Leveraged
            AllCap Portfolio (6)

  2         By-laws of Registrant (l)

  3         Not applicable


                                      C-1



<PAGE>


Exhibit No.                   Description of Exhibit
- -----------                   ----------------------

  4(a)      Specimen certificate for shares of beneficial interest in the Alger
            American Money Market Portfolio, the Alger American Income and
            Growth Portfolio, the Alger American Small Capitalization Portfolio
            and the Alger American Growth Portfolio (2)

  4(b)      Specimen certificate for shares of beneficial interest in the Alger
            American Fixed Income Portfolio (3)

  4(c)      Specimen certificate for shares of beneficial interest in the Alger
            American Balanced Portfolio (4)

  4(d)      Specimen certificate for shares of beneficial interest in the Alger
            American MidCap Growth Portfolio (5)

  4(e)      Specimen  certificate for shares of beneficial interest in the Alger
            American Leveraged AllCap Portfolio (6)

  5         Investment Management Agreements (3)

  5(a)      Investment  Management  Agreement  for the Alger  American  Balanced
            Portfolio (4)

  5(b)      Investment Management Agreement for the Alger American MidCap Growth
            Portfolio (5)

  5(c)      Investment  Management  Agreement for the Alger  American  Leveraged
            AllCap Portfolio (6)

  6         Distribution Agreement (3)

  7         Not applicable

  8(a)      Form of Custody Agreement (2)

  8(b)      Form of  Supplement  to  Custody  Agreement  relating  to the  Alger
            American Fixed Income Portfolio (3)

  9         Not applicable

  10        Opinions of Counsel (3)

   
  l0(a)     Opinions of Sullivan & Worcester (6)
    


                                      C-2


<PAGE>


  11        Consent of Arthur Andersen LLP

  12        Not applicable

  13(a)     Purchase Agreement relative to the shares of the Alger American
            Money Market, Income and Growth, Small Capitalization and Growth
            Portfolios (2)

  13(b)     Purchase Agreement relative to the shares of the Alger American
            Fixed Income Portfolio (3)

  13(c)     Purchase Agreement relative to the shares of the Alger American
            MidCap Growth Portfolio (5)

  13(d)     Purchase Agreement relative to the shares of the Alger American
            Leveraged AllCap Portfolio (6)

  14        Not applicable

  15        Not applicable

  16        Schedule for computation of performance quotations provided in the
            Statement of Additional Information

- ----------

(1)  Incorporated  by  reference to  Registrant's  Registration  Statement  (the
     "Registration Statement") filed with the Securities and Exchange Commission
     (the "SEC") on May 6, 1988.

(2)  Incorporated  by  reference  to  Pre-Effective   Amendment  No.  2  to  the
     Registration Statement ("Pre-Effective Amendment No. 2") filed with the SEC
     on July 22, 1988.

(3)  Incorporated  by  reference  to  Post-Effective  Amendment  No.  1  to  the
     Registration Statement  ("Post-Effective  Amendment No. 1") filed  with the
     SEC on January 23, 1989.

(4)  Incorporated  by  reference  to  Post-Effective  Amendment  No.  5  to  the
     Registration  Statement  ("Post-Effective  Amendment No. 5") filed with the
     SEC on August 3, 1992.

(5)  Incorporated  by  reference  to  Post-Effective  Amendment  No.  7  to  the
     Registration  Statement  ("Post-Effective  Amendment No. 7") filed with the
     SEC on March 5, 1993.

(6)  Incorporated  by  reference  to  Post-Effective  Amendment  No.  9  to  the
     Registration  Statement  ("Post-Effective  Amendment No. 9") filed with the
     SEC on March 2, 1994.


                                      C-3


<PAGE>


Item 25.  Persons Controlled by or Under Common Control with Registrant

                    None.


Item 26.  Number of Holders of Securities

     Set forth below is  information  regarding the number of record  holders of
each class of Registrant's securities as of April 2, 1996.



               Title or Class                        Number of Record Holders
               --------------                        ------------------------


     Alger American Income and Growth Portfolio                 6
     Alger American Small Capitalization Portfolio             23
     Alger American Growth Portfolio                           25
     Alger American Balanced Portfolio                          4
     Alger American MidCap Growth Portfolio                    18
     Alger American Leveraged AllCap Portfolio                 13



Item 27.  Indemnification

     Under Section 8.4 of  Registrant's  Agreement and  Declaration of Trust any
past or present Trustee or officer of Registrant (including persons who serve at
Registrant's request as directors,  officers or trustees of another organization
in which  Registrant  has any interest as a  shareholder,  creditor or otherwise
[hereinafter  referred to as a "Covered  Person"]) is indemnified to the fullest
extent permitted by law against liability and all expenses  reasonably  incurred
by him in  connection  with any action,  suit or proceeding to which he may be a
party or  otherwise  involved  by reason  of his being or having  been a Covered
Person. This provision does not authorize indemnification when it is determined,
in the manner  specified in the Agreement and  Declaration  of Trust,  that such
Covered  Person has not acted in good faith in the  reasonable  belief  that his
actions were in or not opposed to the best  interests of  Registrant.  Moreover,
this provision does not authorize  indemnification when it is determined, in the
manner  specified in the Agreement and  Declaration of Trust,  that such Covered
Person would otherwise be liable to Registrant or its  shareholders by reason of
willful  misfeasance,  bad faith,  gross negligence or reckless disregard of his
duties.  Expenses may be paid by Registrant in advance of the final  disposition
of any action, suit or proceeding upon receipt of an undertaking by such Covered
Person to repay such  expenses to  Registrant in the event that it is ultimately
determined that indemnification of such expenses is not


                                      C-4


<PAGE>


authorized  under the  Agreement  and  Declaration  of Trust and  either (i) the
Covered  Person  provides  security for such  undertaking,  (ii)  Registrant  is
insured against losses from such advances or (iii) the disinterested Trustees or
independent legal counsel  determines,  in the manner specified in the Agreement
and  Declaration  of Trust,  that there is reason to believe the Covered  Person
will be found to be entitled to indemnification.

     Insofar as  indemnification  for liability arising under the Securities Act
of 1933 (the  "Securities  Act"),  may be permitted  to  Trustees,  officers and
controlling  persons of  Registrant  pursuant to the  foregoing  provisions,  or
otherwise, Registrant has been advised that in the opinion of the Securities and
Exchange Commission (the "SEC") such indemnification is against public policy as
expressed in the Securities Act and is, therefore,  unenforceable.  In the event
that a claim  for  indemnification  against  such  liabilities  (other  than the
payment by  Registrant  of expenses  incurred  or paid by a Trustee,  officer or
controlling person of Registrant in the successful  defense of any action,  suit
or  proceeding) is asserted by such Trustee,  officer or  controlling  person in
connection with the securities being registered,  Registrant will, unless in the
opinion of its counsel  the matter has been  settled by  controlling  precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act and will be governed by the final adjudication of such issue.


Item 28.  Business and Other Connections of Investment Adviser

   
     Alger  Management,  which serves as investment  manager to  Registrant,  is
generally engaged in rendering investment advisory services to institutions and,
to a lesser extent, individuals. Alger Management presently serves as investment
adviser  to one  closed-end  investment  company  and to  three  other  open-end
investment  companies.  The list  required by this Item 28  regarding  any other
business, profession,  vocation or employment of a substantial nature engaged in
by  officers  and  directors  of Alger  Management  during the past two years is
incorporated  by  reference  to  Schedules  A and D of Form  ADV  filed by Alger
Management  pursuant  to the  Investment  Advisers  Act of 1940  (SEC  File  No.
801-06709).
    

Item 29.  Principal Underwriter

   
     (a) Alger Inc.  acts as principal  underwriter  for  Registrant,  The Alger
Retirement  Fund,  Spectra Fund and The Alger Fund and has acted as subscription
agent for Castle Convertible Fund, Inc.
    

     (b) The information required by this Item 29 with respect to each director,
officer or partner of Alger Inc. is  incorporated  by reference to Schedule A of
Form BD filed by Alger Inc. pursuant to the Securities Exchange Act of 1934 (SEC
File No. 8-6423).

     (c) Not applicable.


                                      C-5


<PAGE>


Item 30.  Location of Accounts and Records

     All accounts and records of Registrant are maintained by Mr. Gregory
S. Duch, Fred Alger & Company, Incorporated, 30 Montgomery Street, Jersey
City, NJ 07302.


Item 31.  Management Services

               Not applicable.


Item 32.  Undertakings

     (a)  Not applicable

     (b)  Not applicable

     (c)  Registrant  hereby  undertakes  to provide its annual  report  without
          charge  to  any   recipient  of  its   Prospectus   who  requests  the
          information.


                                      C-6


<PAGE>

                                   SIGNATURES


   
     Pursuant  to the  requirements  of the  Securities  Act of  1933,  and  the
Investment  Company Act of 1940,  as  amended,  Registrant  certifies  that this
Registration  Statement meets all of the requirements for effectiveness pursuant
to Rule  485(b)  under  the  Securities  Act of 1933  and has duly  caused  this
Amendment  to  be  signed  on  its  behalf  by  the  undersigned,  thereto  duly
authorized,  in the City of New  York  and  State of New York on the 17th day of
April, 1996.
    

                                            THE ALGER AMERICAN FUND

                                            By: /s/ David D. Alger
                                                --------------------------------
                                                  David D. Alger, President


ATTEST: /s/ Gregory S. Duch
        -------------------------------
        Gregory S. Duch, Treasurer

     Pursuant to the  requirements of the Securities Act of 1933, this Amendment
has been signed  below by the  following  persons in the  capacities  and on the
dates indicated:


   
       Signature                     Title                              Date
       ---------                     -----                              ----

/s/ Fred M. Alger III*               Chairman of the Board        April 17, 1996
- --------------------------------
      Fred M. Alger III


/s/ David D. Alger                   President and Trustee        April 17, 1996
- --------------------------------     (Chief Executive Officer)
      David D. Alger                 

/s/ Gregory S. Duch                  Treasurer                    April 17, 1996
- --------------------------------     (Chief Financial and Accounting
      Gregory S. Duch                 Officer)                      
                                     
/s/ Nathan E. Saint-Amand*           Trustee                      April 17, 1996
- --------------------------------
      Nathan E. Saint-Amand

/s/ Stephen E. O'Neil*               Trustee                      April 17, 1996
- --------------------------------
      Stephen E. O'Neil

/s/ Arthur M. Dubow*                 Trustee                      April 17, 1996
- --------------------------------
      Arthur M. Dubow

/s/ John T. Sargent*                 Trustee                      April 17, 1996
- --------------------------------
      John T. Sargent

*/s/ Gregory S. Duch
- --------------------------------
*By: Gregory S. Duch
     Attorney-In-Fact
    

                                      C-7

<PAGE>

                        Securities Act File No. 33-21722
                    Investment Company Act File No. 811-5550

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM N-1A

                                                                     ---
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933              ---

                                                                     ---
     Pre-Effective Amendment No.                                     ---


                                                                     ---
     Post-Effective Amendment No. 13                                   X
                                                                     ---



                                     and/or

                                                                     ---
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940      ---


                                                                     ---
     Amendment No. 15                                                  x
                                                                     ---



                        (Check appropriate box or boxes)

                             THE ALGER AMERICAN FUND
- --------------------------------------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)

                           --------------------------
                                 E X H I B I T S
                           --------------------------

<PAGE>


                                INDEX TO EXHIBITS

Exhibit                                               Page Number in Sequential
  No.                                                       Number System
- ------                                                -------------------------

  11      Consent of Arthur Andersen LLP .............

   
  16      Schedule of computation of
          performance quotations
          provided in the Statement
          of Additional Information ..................
    

 





   
                            ARTHUR ANDERSEN & CO. SC



                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
                   -----------------------------------------

As  independent  public  accountants, we hereby consent to the use of our report
dated  February 5, 1996, on the financial  statements of The Alger American Fund
for the  period  ended  December  31,  1995  and to all  references  to our Firm
included in or made a part of the  registration  statement of The Alger American
Fund filed on  Form  N-1A  (Amendment  No.  15),  Investment  Company  Act  File
No. 811-5550 with the Securities and Exchange Commission.


                                             /s/ Arthur Andersen LLP
                                                 ----------------------------
                                                 ARTHUR ANDERSEN LLP


New York, New York
April 17, 1996
    



AVERAGE ANNUAL RETURN COMPUTATION

The Average Annual Return for each Portfolio
was computed according to the following formula:

                n
FORMULA:  P(1+T) =ERV

Where:     P=            A hypothetical investment of $1,000

           T=            average annual total return

           n=            number of years

          ERV=           Ending Redeemable Value of a hypothetical
                         $1,000 payment made at the beginning of
                         the 1, 5, or 10 year (or other) periods at the
                         end of the 1, 5, or 10 year (or other)
                         periods (or fractional portion thereof)

<TABLE>
<CAPTION>

                                                       AVERAGE
                                              ENDING   ANNUAL
                         PERIOD             REDEEMABLE RATE OF
     PORTFOLIO           COVERED              VALUE    RETURN    FORMULA*
     ---------           -------            ---------- --------  --------
ALGER AMERICAN
 INCOME & GROWTH:   11/15/88 (commencement
                     of operations)
<S>                 <C>                      <C>       <C>       <C>               
                     through 12/31/95**      1,995.20  10.17%    @RATE(1995.20,1000.7.13)

                    5 YEARS ENDED 12/31/95   1,835.07  12.91%    @RATE(1835.07,1000,5)

                    YEAR ENDED 12/31/95      1,351.33  35.13%    @RATE(1351.33,1000,1)


ALGER AMERICAN SMALL
 CAPITALIZATION:    9/21/88 (commencement
                     of operations)
                     through 12/31/95***     4,407.26  22.60%    @RATE(4407.26,1000,7.28)

                    5 YEARS ENDED 12/31/95   2,550.18  20.59%    @RATE(2550.18,1000,5)

                    YEAR ENDED 12/31/95      1,443.08  44.31%    @RATE(1443.08,1000,1)


ALGER AMERICAN
 GROWTH:            1/9/89 (commencement
                     of operations)
                     through 12/31/95****    3,454.21  19.44%    @RATE(3454.21,1000,6.98)

                    5 YEARS ENDED 12/31/95   2,672.81  21.73%    @RATE(2672.81,1000,5)

                    YEAR ENDED 12/31/95      1,363,69  36.37%    @RATE(1363.69,1000,1)

ALGER AMERICAN
 BALANCED:          9/5/89 (commencement
                     of operations)
                     through 12/31/95*****   1,663.81   8.38%    @RATE(1663.81,1000,6.32)

                    5 YEARS ENDED 12/31/95   1,521.40   8.75%    @RATE(1521.40,1000,5)

                    YEAR ENDED 12/31/95      1,286.24  28.62%    @RATE(1286.24,1000,1)

ALGER AMERICAN
 MIDCAP GROWTH:     5/3/93 (commencement
                     of operations)
                     through 12/31/95******  1,972.15  29.02%    @RATE(1972.15,1000,2.67)

                    YEAR ENDED 12/31/95      1,444.47  44.45%    @RATE(1444.47,1000,1)

ALGER AMERICAN
 LEVERAGED ALLCAP:  1/25/95 (commencement
                     of operations)
                     through 12/31/95******* 1,743.00  81.25%    @RATE(1743.00,1000,341/365)

                    *LOTUS 123 @RATE FUNCTION)

                         @RATE(FV,PV,TERM) The periodic interest rate necessary for
                              present value "pv," to grow to future
                              value "fv," over the number of compounding periods in "term."

                    **Period equals 7.13 years.

                    ***Period equals 7.28 years.

                    ****Period equals 6.98 years.

                    *****Period equals 6.32 years.

                    ******Period equals 2.67 years.

                    *******Period equals 341 days.
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